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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
                     SPECIAL REPORT PURSUANT TO RULE 15(D)-2

                              TREY RESOURCES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


          DELAWARE                                          16-1633636
-------------------------------                          ----------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                       750 HIGHWAY 34, MATAWAN, NJ        07747
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone number (732) 566-3320


Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Class A Common,
$.00001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ ] Yes [X] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [X] No

Issuer's revenues for its most recent fiscal year: $1,350.

As of April 13, 2004, the Registrant had 3,221,610 shares of Class A, no par
value common stock outstanding. The aggregate market value of the voting stock
held by non-affiliates as of that date based upon the average bid and ask prices
on that date was $568,936.

Transitional Small Business Disclosure Format (Check one): Yes [ ];  No [X]

Documents incorporated by reference: None.

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                                     PART I

Item 1. Description of business                                              3
Item 2. Description of property                                             20
Item 3. Legal proceedings                                                   20



                                     PART II

Item 5. Market for common equity and related stockholder matters.           20
Item 6. Management's discussion and analysis or plan of operations.         21
Item 7. Financial statements                                                25
Item 8A. Controls and Procedures                                            25



                                    PART III

Item 9. Directors, executive officers, promoters and control persons,
        compliance with Section 16(a) of the Exchange Act                   26
Item 10.Executive compensation.                                             27
Item 11.Security ownership of certain beneficial owners and management      28
Item 12.Certain relationships and related transactions                      29



                                     PART IV

Item 13.Exhibits and reports on Form 8-K                                    31
Item 15.Principal Accountant Fees and Services                              33






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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND

         Trey Resources, Inc. (hereinafter referred to as the "Company" or
"Trey"), a development stage company, was incorporated in Delaware on October 3,
2002 as a wholly owned subsidiary of iVoice Inc. (hereinafter referred to as
"iVoice"). It is engaged in the design, manufacture, and marketing of
specialized telecommunication equipment. As of December 2003, the Company
employed two part time employees.

         On February 11, 2004, the Company was spun off from iVoice and is now
an independent publicly traded company. The following description of our
business is intended to provide an understanding of our product and the
direction of our initial marketing strategy. As the Company is in its
developmental stages, any focus described in the following pages may change and
different initiatives may be pursued.

PRODUCTS

         Reminder- The Reminder is a Microsoft Windows(R) based software
application that automatically initiates a telephone call to a client or patient
to verify a set appointment or reservation time. The information necessary to
place the call is retrieved from an electronic database of information that
includes the necessary information to place the call such as the client's or
patient's name, phone number and previously set appointment time and a
pre-recorded message or instruction that is played back to the call recipient.
Using a graphical user interface, Reminder can be easily configured to call a
user's clients or patients one time or multiple times, on different phones, in
different languages, and at different times. Reminder also provides statistics
on calls placed such as calls attempted, calls completed, intercepted, retried,
and busy/no answer calls with its innovative call reporting feature. Through a
series of steps that includes pre-recorded prompts, the Reminder asks call
recipients to confirm his or her appointment or to cancel and request
rescheduling of their appointment by pressing a key on their telephone keypad.

         The Automatic Reminder source code was developed by and purchased from
an unrelated third party. After the original purchase of the software codes,
iVoice technical personnel made modifications to the software and product
documentation to make it more user friendly. The Reminder uses a standard modem,
available in most Personal Computers, to automatically place telephone calls to
the client or patient. The application has traditionally been sold as a software
solution directly to end-users.

         The potential market for the Reminder includes any business or
professional organization that sets appointments or reservations and desires
verification of those appointments or reservations in order to provide the
business or professional organization ample time to make necessary scheduling
changes due to "no-shows" or re-scheduling. The ability of an organization to
make more efficient use of its appointment schedule can provide that
organization with an increased number of kept appointments and in turn produce
increased revenues for a business or professional organization. The Reminder can
significantly reduce or eliminate the need for office personnel to place time
consuming telephone calls at expensive cost per call rates to customers, clients
or patients in order to confirm, pre-set appointments or meetings or to provide
call recipients with an important message or information.

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         Our principal offices and facilities are located at 750 Highway 34,
Matawan, NJ 07747 and our telephone number is (732) 566-3320. Our common stock
is quoted on the OTC Bulletin Board under the trading symbol "TYRIA."

DISTRIBUTION

         As a product line of iVoice, the Reminder has produced minimal sales
revenues for the past three fiscal years. In the past, iVoice devoted limited
resources to the marketing of the Reminder. The Company's future revenues depend
on its ability to develop a customer base through the establishment of a
reseller channel using various marketing and sales promotions.

         The Company intends to market its Reminder and Call Initiating software
directly to professionals such as physicians, dentists, accountants, attorneys,
salons, restaurants, or any other appointment setting businesses, organizations
or associations. We also intend to pursue new markets such as municipalities or
government organizations, polling organizations, and any other businesses or
organizations that desire to automate telephone call order taking, information
providing or telemarketing processes through the use of software that
automatically initiates the telephone call; provides statistical reporting of
the calls made such as successful and unsuccessful connections made; and records
responses received from the call recipient. We intend to market our software
products through mediums such as business and trade publications, on-line
advertising, broadcast faxing, radio spots and telemarketing.

COMPETITION

         The Company competes generally with a number of other manufacturers of
supplemental telecommunications software, telecommunications integrators, as
well as application service providers (ASPs), which provide
appointment-scheduling services to other businesses and organizations either
through internet servers or telecommunication servers. System design and
engineering, application technical features and simplicity of user
implementation and administration are the principal characteristics of the
Reminder that differentiates it from competing products.

         No assurance can be given that our competitors will not develop new
technologies or enhancements to their existing products or introduce new
products that will offer superior price or performance features. We expect our
competitors to offer new and existing products at prices necessary to gain or
retain market share. Certain of our competitors have substantial financial
resources, which may enable them to withstand sustained price competition or a
market downturn better than us. There can be no assurance that we will be able
to compete successfully in the pricing of our products, or otherwise, in the
future.

         As is customary in the telecommunications industry, the Company
produces its products from readily available components purchased from a variety
of manufacturers. Printed circuit boards and housings are contracted for
manufacture according to Company specifications from among many available
suppliers. The business of the Company is not seasonal. The Company maintains no
special arrangements relating to working capital items, and as far as it is
aware this is standard in the industry. The Company is not subject to

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environmental protection regulations during the foreseeable future. The Company
has spent nothing on research and development in the last three fiscal years.
None of the Company's present business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.

PRODUCT DEVELOPMENT

         In order to remain competitive, we will have an ongoing need to develop
new features and enhancements to our product. The introduction of new features
and enhancements will be critical for us to expand the potential market for our
products outside of a traditional appointment setting businesses or professional
organization. We will also strive to meet the following standards in product
development:

         o    Ease of Use. Our products are designed to function without
              extensive and continual user involvement. The aim is to simplify,
              not complicate, the user's work environment.

         o    Schedules for the development of technology products are
              inherently difficult to predict, and there can be no assurance
              that we will achieve targeted initial customer shipment dates for
              any of our products, or at all.

         o    We plan to capitalize on our existing computerized telephony
              technology and our expertise in research, development and
              marketing to expand our business into products that address the
              growing market for automated call processing.

         o    Our internal development work will be a key component of bringing
              new product lines to market. In addition, we may pursue a
              partnering strategy to develop new products.

BUSINESS DEVELOPMENT

         Business development objectives at Trey will be to focus on three
primary functions as listed below:

         1.  Negotiate and secure strategic alliances related to our Automatic
Reminder products;

         2.  Negotiate, secure and manage Original Equipment Manufacturer (OEM)
and reseller accounts; and

         3.  Provide leads for the sales staff, which will need to be hired.

STRATEGIC ALLIANCES

         Trey's business development efforts will seek to engage and secure
strategic alliances with related telecommunications businesses and professional
organizations in order to develop co-marketing programs that will expand market
share for our products and develop brand recognition. By entering into strategic
alliances with companies that offer telecommunications devices or services to

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businesses or professional organizations whereby appointment setting and
scheduling are of vital importance, we will seek to obtain access to an
installed customer base as well as new sales opportunities of our products. Trey
has not entered into any strategic alliances, nor is it currently negotiating
any such strategic alliances.

MANAGE OEM AND RESELLER ACCOUNTS

         While we have traditionally sold our product primarily on a direct
basis, we will seek to obtain new OEM and reseller relationships that will serve
as an extension of our sales team. Ideally, an OEM agreement, which provides
distribution of our software product along with the manufacturers own
telecommunication equipment, could produce the most widespread distribution and
acceptance of our product at minimal distribution costs. Many of the OEMs have
extensive and established reseller channels that could provide an avenue of
distribution for our software. To effectively manage these accounts, we will
need to provide these resellers with product literature, pricing, and sales
leads as well as technical training and support. Trey does not currently have
any OEM and/or reseller accounts, nor is it currently negotiating agreements
with any such accounts.

SALES LEADS

         Through alliances and marketing relationships, we will constantly be
looking for ways to increase the number of leads that can be cultivated by the
Trey sales team which will need to be hired. By working with the sales teams of
the third parties we believe that we can increase the number of sales staff that
sell Trey products, and provide qualified customer leads for the insides sales
staff at Trey.

SALES AND MARKETING

         Trey has traditionally marketed and licensed its products by employing
a direct selling model. Trey sales and marketing efforts will concentrate on
value added resellers to attempt to maximize revenues. To be successful, we will
need to seek out new market opportunities and vertical industries to reach
desired revenue levels. With minimal adaptation, some of the possibilities that
our software could be used for include the following:

         o    Provide municipalities an emergency notification message to
              residents.

         o    Make informal polls about a particular subject matter or
              election.

         o    Provide notification to a business' customers of a pending
              shipment or back-order.

         o    Combined with email functions to be used as a marketing tool.

         Developing market possibilities will be crucial to our success.
However, we cannot provide any assurance that we will be able to effectively
market and sell our products for these uses or that they will be accepted by our
perceived market.

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INTELLECTUAL PROPERTY RIGHTS

         We regard some features of our Automatic Reminder and Call Initiating
software and documentation to be proprietary intellectual property. We have been
and will be dependent in part on our ability to protect our proprietary
technology. We will seek to use copyright, trademarks, trade secret laws,
confidentiality agreements and other measures if necessary to establish and
protect our rights in our proprietary technology. We have not filed any
provisional patent applications with respect to some of our application and
intellectual property rights. We are currently reviewing our technologies and
processes with our patent attorneys to determine if it is possible to obtain any
patents or statutory copyrights on any of our proprietary technology which we
believe to be material to our future success. If we were to file for any patent
or copyright protection, we cannot be certain that others will not develop
substantially equivalent or superseding proprietary technology before any patent
or copyright protection is awarded to us. Any provisional patent application
requires that we file one or more non-provisional patent applications within 12
months from the date of filing to specify the claims asserted for patent
protection. Furthermore, there can be no assurance that any confidentiality
agreements between our employees and us will provide meaningful protection of
our proprietary information in the event of any unauthorized use or disclosure
of such proprietary information.

         There can be no assurance that we will not become the subject of claims
of infringement with respect to intellectual property rights associated with our
products. In addition, we may initiate claims or litigation against third
parties for infringement of our proprietary rights or to establish the validity
of our proprietary rights. Any such claims could be time consuming and could
result in costly litigation or lead us to enter into royalty or licensing
agreements rather than disputing the merits of such claims.

EMPLOYEES

         We have entered into employment agreements with our President and Chief
Financial Officer (Mr. Meller) and our Non-Executive Chairman of the Board who
also serves as Chief Executive Officer and Chairman of the Board of iVoice (Mr.
Mahoney). Mr. Mahoney and Mr. Meller will only provide services to Trey on a
part-time basis. Many services that would be provided by employees will be
provided to Trey by iVoice under an Administrative Services Agreement. Our
future success depends in significant part upon obtaining and retaining highly
qualified, key technical and senior management personnel.

         Competition for such personnel is intense, and there can be no
assurance that we can retain our future key technical and managerial employees
who have not yet been hired or that we can assimilate or retain other highly
qualified technical and managerial personnel in the future.

GOVERNMENT REGULATION

         We are subject to licensing and regulation by a number of authorities
in the state and municipality in which we conduct operations. These may include
health, safety, and fire regulations. Our operations are also subject to federal
and state minimum wage laws governing such matters as working conditions and
overtime.

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         We are not subject to any necessary government approval or license
requirement in order to market, distribute or sell our principal or related
products other than ordinary federal, state, and local laws that govern the
conduct of business in general.

         On December 18, 2002, the U.S. Federal Trade Commission (FTC) announced
a decision to create the national "do not call" registry. Once implemented,
consumers will be able to sign up for the national "do not call" registry. Soon
after, the FTC will begin to enforce the registry, and consumers who have signed
up will be able to file a complaint with the FTC online or by calling a
toll-free number. A telemarketer who calls a number on the registry could be
fined up to $11,000 for each call. When this law takes effect, it may affect our
ability to market our application as a marketing tool. This may have a material
adverse effect on our business and results of operations.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

         Certain statements in this report on Form 10-KSB contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Act of 1995. These statements are typically identified by their
inclusion of phrases such as "the Company anticipates", or "the Company
believes", or other phrases of similar meaning. These forward-looking statements
involve risks and uncertainties and other factors that may cause the actual
results, performance or achievements to differ from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Except for the historical information and statements contained in
this Report, the matters and items set forth in this Report are forward looking
statements that involve uncertainties and risks some of which are discussed at
appropriate points in the Report and are also summarized as follows:

TREY WILL FACE MANY OF THE DIFFICULTIES THAT COMPANIES IN THE EARLY STAGE MAY
FACE.

As a result of the Company's limited operating history, the currently difficult
economic conditions of the telecommunications marketplace, proposed government
restrictions on telemarketing activities and the emerging nature of automated
call dialing industries, it may be difficult for you to assess our growth and
earnings potential. The Company believes that due primarily to the relatively
brief time automated call placing has been available to the general public,
there has not yet been developed, implemented and demonstrated a commercially
viable business model from which to successfully operate any form of business
that relies on the products and services that we intend to market, sell, and
distribute. Therefore, we have faced many of the difficulties that companies in
the early stages of their development in new and evolving markets often face.
These have included, among others:

         o    Substantial delays and expenses related to testing and
              development of our new products,

         o    Marketing and distribution problems encountered in connection
              with our new and existing products and technologies,

         o    Competition from larger and more established companies,

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         o    Delays in reaching our marketing goals,

         o    Difficulty recruiting qualified employees for management and
              other positions;

         o    Lack of sufficient customers, revenues and cash flow;

         o    Limited financial resources;

We may continue to face these and other difficulties in the future, some of
which may be beyond our control. If we are unable to successfully address these
problems, our future growth and earnings will be negatively affected.

TREY HAS NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND MAY BE UNABLE
TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY

Although iVoice has operated as a reporting public company since 2000 and has
sold computerized telephony software since 1997, Trey does not have an operating
history as an independent public company. Historically, since the businesses
that comprise each of Trey and iVoice have been under one ultimate parent, they
have been able to rely, to some degree, on the earnings, assets, and cash flow
of each other for capital requirements. After February 11, 2004, Trey will be
able to rely only on the Automatic Reminder software business for such
requirements. The Automatic Reminder software business has operated at a loss in
the past for iVoice, and there can be no assurance that, as an independent
company, such losses will not continue or increase. Additionally, Trey's
business has relied on iVoice for various financial, administrative and
managerial expertise in conducting its operations. Since February 11, 2004, Trey
maintains its own credit and banking relationships and perform its own financial
and investor relations functions. There can be no assurance that Trey will be
able to successfully put in place the financial, administrative and managerial
structure necessary to operate as an independent public company, or that the
development of such structure will not require a significant amount of
management's time and other resources.

TREY'S PAYMENTS TO MANAGEMENT IN EXCESS OF $1,000,000 IN THE AGGREGATE DURING
THE FIRST YEAR FOLLOWING THE SPIN-OFF WILL SEVERELY BURDEN TREY'S FINANCIAL
CONDITION.

         Upon the completion of the Spin-Off from iVoice, which occurred on
February 11, 2004, each of Jerome Mahoney, the Chairman of the Board, and Mark
Meller, the President of Trey, will receive payments of $350,000. In addition,
each of Mr. Mahoney and Mr. Meller will receive salaries of $180,000 per year
subject to 10% increases every year thereafter. Neither Mr. Mahoney nor Mr.
Meller will be providing full-time services to Trey. In addition, since Messrs.
Mahoney and Meller are the sole members of Trey's Board of Directors, no
independent authority will be available to monitor their performance. To the
extent that Trey has limited sales and expects to incur losses in the future,
these payments will place an extreme burden on Trey's financial condition and
results of operations.

TREY'S FUTURE REVENUE AND OPERATING RESULTS ARE UNPREDICTABLE AND MAY FLUCTUATE

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Our short operating history and the rapidly changing nature of the market in
which we compete make it difficult to accurately forecast our revenues and
operating results. Our operating results are unpredictable and we expect them to
fluctuate in the future due to a number of factors. These factors may include,
among others:

          o    the timing of sales of our products and services, particularly in
               light of our minimal sales history,

          o    difficulty in keeping current with changing technologies,

          o    unexpected delays in introducing new products, new product
               features and services,

          o    increased expenses, whether related to sales and marketing,
               product development or administration,

          o    deferral of recognition of our revenue in accordance with
               applicable accounting principles due to the time required to
               complete projects,

          o    the mix of product license and services revenue,

          o    costs related to possible acquisitions of technology or
               businesses.

IVOICE'S OPERATIONS DEMONSTRATE A HISTORY OF NET LOSSES AND CASH FLOW SHORTFALLS
AND TREY'S LIKELY WILL AS WELL

         During the year ended December 31, 2003 and 2002, iVoice generated
sales of $442,987 and $645,510, incurred net losses of $1,903,492 and $2,059,460
and had cash flow deficiencies from operating activities of $1,142,159 and
$351,840 respectively. These matters raise substantial doubt about iVoice's
ability to generate cash flows through its current operating activities
sufficient enough that its existence can be sustained without the need for
external financing. Accordingly, there is no reason to believe that Trey will
have operating results that will fare any better than those of iVoice.

TREY HAS RECEIVED A GOING CONCERN OPINION FROM ITS INDEPENENT AUDITORS THAT
DESCRIBES THE UNCERTAINITY REGARDING ITS ABILITY TO CONTINUE AS A GOING CONCERN

         Trey has received a report from their independent auditors for their
fiscal year ended December 31, 2003 containing an explanatory paragraph that
describes the uncertainty regarding their ability to continue as a going
concern. This is due to their historical negative cash flow and because, as of
the date of the auditor's opinion, they did not have access to sufficient
committed capital to meet their projected operating needs for at least the next
12 months.

         There can be no assurance that management's plans will be successful or
what other actions may become necessary. Any inability to raise capital may
require us to reduce the level of our operations. Such actions could have a
material adverse effect on our business and operations and result in charges
that could be material to our business and results of operations.

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TREY'S EARNINGS AND STOCK PRICE WILL BE SUBJECT TO SIGNIFICANT FLUCTUATIONS

         Due to the factors noted in this filing, our earnings and stock price
will be subject to significant volatility, particularly on a quarterly basis. We
have a limited operating history and cannot forecast revenues or operating
results, which will have had an immediate and significant adverse effect on the
trading price of our common stock. This may occur for Trey in the future.

IF TREY LOSES THE SERVICES OF ANY KEY PERSONNEL, INCLUDING OUR CHIEF EXECUTIVE
OFFICER OR OUR DIRECTORS, OUR BUSINESS MAY SUFFER

         We are dependent on our key officers, including Jerome R. Mahoney and
Mark Meller, our Chairman of the Board and our President, respectively, our
directors, and our key employees in our finance, technology, sales and marketing
operations. The loss of any of our key personnel could materially harm our
business because of the cost and time necessary to retain and train a
replacement. Such a loss would also divert management attention away from
operational issues. To minimize the effects of such loss, we have entered into
employment contracts with Jerome Mahoney and Mark Meller, but neither Mr.
Mahoney nor Mr. Meller is party to a non-compete agreement with Trey.
Consequently, this may have an adverse effect on the business.

OUR POTENTIAL FUTURE BUSINESS ACQUISITIONS MAY BE UNPREDICTABLE AND MAY CAUSE
OUR BUSINESS TO SUFFER

         Trey intends to seek to expand its operations through the acquisition
of additional businesses. These potential acquired additional businesses may be
outside the current field of operations of Trey. There can be no assurance that
Trey will be able to identify, successfully integrate or profitably manage any
such businesses or operations. The proposed expansion may involve a number of
special risks, including possible adverse effects on Trey's operating results,
diversion of management attention, inability to retain key personnel, risks
associated with unanticipated events and the financial statement effect of
potential impairment of acquired intangible assets, any of which could have a
materially adverse effect on Trey's business, financial condition and results of
operations. In addition, if competition for acquisition candidates or assumed
operations were to increase, the cost of acquiring businesses or assuming
customers' operations could increase materially. The inability of Trey to
implement and manage its expansion strategy successfully may have a material
adverse effect on the business and future prospects of Trey. Furthermore,
through the acquisition of additional businesses, Trey may effect a business
acquisition with a target business which may be financially unstable,
under-managed, or in its early stages of development or growth. While Trey may,
under certain circumstances, seek to effect business acquisitions with more than
one target business, as a result of its limited resources, Trey, in all
likelihood, will have the ability to effect only a single business acquisition
at one time.

MEMBERS OF TREY'S BOARD OF DIRECTORS AND MANAGEMENT MAY HAVE CONFLICTS OF
INTEREST AFTER THE OFFERING

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         Mr. Mahoney, a member of the board of directors, owns iVoice shares and
has the right to convert $250,000 of indebtedness into 250,000 shares of Trey
Class B Common Stock which is convertible into an indeterminate number of shares
of Trey Class A Common Stock. In addition, Mr. Mahoney, the Chairman of the
Board of Trey, continues to serve as the Chairman of the Board and Chief
Executive Officer of iVoice. These relationships could create, or appear to
create, potential conflicts of interest when Trey's directors and management are
faced with decisions that could have different implications for Trey and iVoice.
Examples of these types of decisions might include any of the potential business
acquisitions made by Trey or the resolution of disputes arising out of the
agreements governing the relationship between iVoice and Trey. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely effect the public's perception of Trey following the Distribution.

TREY'S INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND FAILURE TO
ADAPT OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS TO BECOME
OBSOLETE

         We participate in a highly dynamic industry characterized by rapid
change and uncertainty relating to new and emerging technologies and markets.
Future technology or market changes may cause some of our products to become
obsolete more quickly than expected.

TREY STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION IF FUTURE EQUITY OFFERINGS
ARE USED TO FUND OPERATIONS OR ACQUIRE BUSINESSES

         If working capital or future acquisitions are financed through the
issuance of equity securities, such as through the Equity Line of Credit with
Cornell Capital Partners, LP (see Certain Relationships and Related Transactions
beginning on page 32), Trey stockholders could experience significant dilution.
In addition, securities issued in connection with future financing activities or
potential acquisitions may have rights and preferences senior to the rights and
preferences of the Trey Shares. Further, the conversion of outstanding debt
obligations into equity securities could have a dilutive effect on Trey
shareholders.

THE TREND TOWARD CONSOLIDATION IN TREY'S INDUSTRY MAY IMPEDE ITS ABILITY TO
COMPETE EFFECTIVELY

         As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.
We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

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TREY FACES INTENSE PRICE-BASED COMPETITION FOR LICENSING OF ITS PRODUCTS WHICH
COULD REDUCE PROFIT MARGINS

         Price competition is often intense in the software market, especially
for computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future, resulting
in reduced profit margins.

TREY MAY BE UNSUCCESSFUL IN ADAPTING TO CHANGES IN THE DYNAMIC TECHNOLOGICAL
ENVIRONMENT OF TELECOMMUNICATIONS IN A TIMELY MANNER

         Critical issues concerning the commercial use of telecommunications,
including security, reliability, cost, ease of use, accessibility, quality of
service or potential tax or other government regulation, remain unresolved and
may affect the use of telecommunications as a medium to distribute or support
our software products and the functionality of some of our products. If we are
unsuccessful in timely assimilating changes in the telecommunications
environment into our business operations and product development efforts, our
future net revenues and operating results could be adversely effected.

TREY MAY BE UNSUCCESSFUL IN DEVELOPING NEW DISTRIBUTION CHANNELS

         Due to our limited operating history, we currently offer products
directly to end-users and through dealer and reseller channels established by
iVoice. We may not be able to effectively develop our own network of resellers
to distribute our software products. We may also be unsuccessful in utilizing
rapidly evolving distribution and marketing technologies to develop these
distribution channels. The adoption of new channels may adversely impact
existing channels and/or product pricing, which may reduce our future revenues
and profitability.

PRODUCT RETURNS MAY EXCEED ESTABLISHED RESERVES AND AFFECT TREY'S REVENUES

         Product returns can occur when we introduce upgrades and new versions
of products or when distributors or retailers have excess inventories. Our
return policy allows distributors, subject to various limitations, to return
products in exchange for new products or for credit towards future products. End
users may return our products through dealers and distributors within a
reasonable period from the date of license for a full refund. In addition,
retailers may return older versions of our products. We estimate and maintain
reserves for product returns. However, future returns could exceed the reserves
we have established, which could have a material adverse effect on our operating
results.

TREY MAY DEPEND ON DISTRIBUTION BY RESELLERS AND DISTRIBUTORS FOR A SIGNIFICANT
PORTION OF REVENUES

         We may distribute some of our products through resellers and
distributors. To effectively do so, we must establish and maintain good working
relationships with resellers and distributors. No such relationships currently
exist. If we are unsuccessful in establishing and maintaining relationships with
resellers and distributors, or if these resellers and distributors are
unsuccessful in reselling our products, our future net revenues and operating
results may be adversely affected.

                                       13
<PAGE>
THE RESULTS OF TREY'S RESEARCH AND DEVELOPMENT EFFORTS ARE UNCERTAIN

         We believe that we will need to make research and development
expenditures to create new uses and new features to our products to remain
competitive. While we perform usability and beta testing of new products, the
products we are currently developing or may develop in the future may not be
technologically successful. If they are not technologically successful, our
resulting products may not achieve market acceptance and our products may not
compete effectively with products of our competitors currently in the market or
introduced in the future.

THE GREATER THAN EXPECTED LENGTH OF THE PRODUCT DEVELOPMENT CYCLE MAY ADVERSELY
EFFECT OUR FUTURE REVENUES

         The length of our product development cycle has generally been greater
than we originally expected. We are likely to experience delays in future
product development. These delays could have a material adverse effect on the
amount and timing of future revenues.

IF TREY MUST RESTRUCTURE ITS OPERATIONS VALUABLE RESOURCES WILL BE DIVERTED FROM
OTHER BUSINESS OBJECTIVES

         We continually evaluate our product and corporate strategy. We have in
the past undertaken, and will in the future undertake, organizational changes
and/or product and marketing strategy modifications. These organizational
changes increase the risk that objectives will not be met due to the allocation
of valuable limited resources to implement changes. Further, due to the
uncertain nature of any of these undertakings, these efforts may not be
successful and we may not realize any benefit from these efforts.

TREY MUST ATTRACT AND RETAIN PERSONNEL WHILE COMPETITION FOR PERSONNEL IN THIS
INDUSTRY IS INTENSE

         We believe that our future success will depend in part on our ability
to recruit and retain highly skilled management, sales and marketing and
technical personnel. Competition in recruiting personnel in the software
industry is intense. To accomplish this, we believe that we must provide
personnel with a competitive compensation package, including stock options,
which may require ongoing stockholder approval. Failure to provide a competitive
compensation package may adversely affect our ability to attract and retain
highly qualified personnel.

POTENTIAL SOFTWARE DEFECTS AND PRODUCT LIABILITY COULD RESULT IN DELAYS IN
MARKET ACCEPTANCE, UNEXPECTED COSTS AND DIMINISHED OPERATING RESULTS

         Software products frequently contain errors or defects, especially when
first introduced or when new versions or enhancements are released. Defects and
errors could be found in current versions of our products, future upgrades to

                                       14
<PAGE>
current products or newly developed and released products. Software defects
could result in delays in market acceptance or unexpected reprogramming costs,
which could materially adversely affect our operating results. Most of our
license agreements with customers contain provisions designed to limit our
exposure to potential product liability claims. It is possible, however, that
these provisions limiting our liability may not be valid as a result of federal,
state, local or foreign laws or ordinances or unfavorable judicial decisions. A
successful product liability claim could have a material adverse effect on our
business, operating results and financial condition.

TREY RELIES ON THIRD PARTY TECHNOLOGIES WHICH MAY NOT SUPPORT TREY PRODUCTS

         Our software products are designed to run on the Microsoft(R)
Windows(R) operating system and with industry standard hardware. Although we
believe that the operating systems and necessary hardware are and will be widely
utilized by businesses in the corporate market, businesses may not actually
adopt such technologies as anticipated or may in the future migrate to other
computing technologies that we do not support. Moreover, if our products and
technology are not compatible with new developments from industry leaders such
as Microsoft, our business, results of operations and financial condition could
be materially and adversely affected.

TREY FACES AGGRESSIVE COMPETITION IN MANY AREAS OF THE BUSINESS AND THE BUSINESS
WILL BE HARMED IF TREY FAILS TO COMPETE EFFECTIVELY

         We encounter aggressive competition from numerous competitors in many
areas of our business. Many of our current and potential competitors have longer
operating histories, greater name recognition and substantially greater
financial, technical and marketing resources than we have. We may not be able to
compete effectively with these competitors. To remain competitive, we must
develop new products and periodically enhance our existing products in a timely
manner. We anticipate that we may have to adjust the prices of many of our
products to stay competitive. In addition, new competitors may emerge, and
entire product lines may be threatened by new technologies or market trends that
reduce the value of these product lines. The market in which we compete is
influenced by the strategic direction of major computer hardware manufacturers
and operating system software providers. Our competitiveness depends on our
ability to enhance existing products and to offer successful new products on a
timely basis. We have limited resources and must restrict product development
efforts to a relatively small number of projects.

QUARTERLY FINANCIAL RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS WHICH COULD
CAUSE TREY'S STOCK PRICE TO DECLINE

         We expect that we will be subject to substantial fluctuations in
quarterly net revenues and operating results. Fluctuations may be caused by a
number of factors including, but not limited to, the following:

                                       15
<PAGE>
          o    the timing and volume of customer orders, customer cancellations,
               and reductions in orders by our distributors;

          o    the timing and amount of our expenses;

          o    the introduction of competitive products by existing or new
               competitors;

          o    reduced demand for any given product;

          o    seasonality in the end-of-period buying patterns of foreign and
               domestic software markets; and

          o    the market's transition between operating systems.

         Due to these factors, forecasts may not be achieved, either because
expected revenues do not occur or because they occur at lower prices or on terms
that are less favorable to us. In addition, these factors increase the chances
that our results could diverge from the expectations of investors and analysts.
If so, the market price of our stock would likely decline.

TREY'S MANAGEMENT TEAM IS NEW AND ITS WORKING RELATIONSHIPS ARE UNTESTED

         We have only recently assembled our management team. Some members of
our management team have worked with each other in the past, although at this
time we cannot assess the effectiveness of their working relationships after the
Spin-Off. As a result, we may be unable to effectively develop and sell our
software products and Trey, as a business, may fail.

TREY RELIES ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS WHICH MAY NOT REMAIN
UNIQUE TO TREY

         We regard our software as proprietary and underlying technology as
proprietary. We seek to protect our proprietary rights through a combination of
confidentiality agreements and copyright, patent, trademark and trade secret
laws.

         We do not have any patents or statutory copyrights on any of our
proprietary technology that we believe to be material to our future success. Our
future patents, if any, may be successfully challenged and may not provide us
with any competitive advantages. We may not develop proprietary products or
technologies that are patentable and other parties may have prior claims.

         In selling our products, we rely primarily on shrink-wrap licenses that
are not signed by licensees. Therefore, such licenses may be unenforceable under
the laws of some jurisdictions. In addition, existing copyright laws afford
limited practical protection. Furthermore, the laws of some foreign countries do
not offer the same level of protection of our proprietary rights as do the laws
of the United States.
                                       16
<PAGE>
         Patent, trademark and trade secret protection is important to us
because developing and marketing new technologies and products is time-consuming
and expensive. We do not own any U.S. or foreign patents or registered
intellectual property. We may not obtain issued patents or other protection from
any future patent applications owned by or licensed to us.

         Our competitive position is also dependent upon unpatented trade
secrets. Trade secrets are difficult to protect. Our competitors may
independently develop proprietary information and techniques that are
substantially equivalent to ours or otherwise gain access to our trade secrets,
such as through unauthorized or inadvertent disclosure of our trade secrets.

         There can be no assurance that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop
similar technology substantially equivalent or superseding proprietary
technology. Furthermore, there can be no assurance that any confidentiality
agreements between us and our employees will provide meaningful protection of
our proprietary information, in the event of any unauthorized use or disclosure
thereof. As a consequence, any legal action that we may bring to protect
proprietary information could be expensive and may distract management from
day-to-day operations.

TREY MAY BECOME INVOLVED IN FUTURE LITIGATION, WHICH MAY RESULT IN SUBSTANTIAL
EXPENSE AND MAY DIVERT OUR ATTENTION FROM THE IMPLEMENTATION OF OUR BUSINESS
STRATEGY

         We believe that the success of our business depends, in part, on
obtaining intellectual property protection for our products, defending our
intellectual property once obtained and preserving our trade secrets. Litigation
may be necessary to enforce our intellectual property rights, to protect our
trade secrets and to determine the validity and scope of our proprietary rights.
Any litigation could result in substantial expense and diversion of our
attention from our business, and may not adequately protect our intellectual
property rights.

         In addition, we may be sued by third parties who claim that our
products infringe the intellectual property rights of others. This risk is
exacerbated by the fact that the validity and breadth of claims covered in
technology patents involve complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against us,
whether valid or not, could result in substantial costs, place a significant
strain on our financial resources, divert management resources and harm our
reputation. Such claims could result in awards of substantial damages, which
could have a significant adverse impact on our results of operations. In
addition, intellectual property litigation or claims could force us to the
following:

          o    cease licensing, incorporating or using any of our products that
               incorporate the challenged intellectual property, which would
               adversely effect our revenue;

          o    obtain a license from the holder of the infringed intellectual
               property right, which license may not be available on reasonable
               terms, if at all; and

          o    redesign our products, which would be costly and time-consuming.

TREY MAY INCUR INCREASED EXPENSES IF THE ADMINISTRATIVE SERVICES AGREEMENT WITH
iVOICE IS TERMINATED

                                       17
<PAGE>
         Trey has entered into an administrative services agreement with iVoice.
This agreement provides that iVoice will provide Trey with services in such
areas as information management and technology, employee benefits
administration, payroll, financial accounting and reporting, and other areas
where Trey may need transitional assistance and support. The agreement extends
for two years, but may be terminated earlier under certain circumstances,
including a default. If the agreement is terminated, Trey may be required to
obtain such services from a third party or increase its headcount to provide
such services. This could be more expensive than the fees which Trey will be
required to pay under the administrative services agreement.

GOVERNMENT REGULATION OF TELEMARKETING ACTIVITIES MAY DIMINISH TREY'S EARNING
POTENTIAL

         On December 18, 2002, the U.S. Federal Trade Commission (FTC) announced
a decision to create the national "do not call" registry. Once implemented,
consumers will be able to sign up for the national "do not call" registry. Soon
thereafter, the FTC will begin to enforce the registry, and telemarketers who
call a number on the registry could be fined up to $11,000 for each call. When
this law takes effect, Trey may no longer be able to market its Automatic
Reminder products as a marketing application. Accordingly, both Trey's growth
and earning potential could become severely limited.

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE AND OUR
ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS

         On January 27, 2003, as subsequently amended retroactively to January
27, 2003, we entered into an Equity Line of Credit with Cornell Capital
Partners, L.P. Pursuant to the Equity Line of Credit, we may, at our discretion,
periodically sell to Cornell Capital Partners shares of Class A Common Stock for
a total purchase price of up to $10.0 million. Sales of our common stock in the
public market by Cornell could lower the market price of our Class A common
stock. Sales may also make it more difficult for us to sell equity securities or
equity-related securities in the future at a time and price that our management
deems acceptable or at all.

         Upon issuance of the maximum number of shares registered for resale
under the Equity Line of Credit, there will be an additional 1,098,946,098
shares of Class A common stock outstanding (including the shares available for
issuance upon conversion of the debentures). All of these shares of Class A
common stock may be immediately resold in the public market and the sale to the
investor under the terms of the Equity Line of Credit agreement.

EXISTING STOCKHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE OF
SHARES UNDER THE EQUITY LINE OF CREDIT

         The sale of shares pursuant to the Equity Line of Credit will have a
dilutive impact on our stockholders. As a result, our net income per share could
decrease in future periods, and the market price of our common stock could
decline. In addition, for a given advance, we will need to issue a greater
number of shares of Class A common stock under the Equity Line of Credit as our
stock price declines. If our stock price is lower, then our existing
stockholders would experience greater dilution.

                                       18
<PAGE>
THE INVESTOR UNDER THE LINE OF CREDIT WILL PAY LESS THAN THE THEN-PREVAILING
MARKET PRICE OF OUR COMMON STOCK

         The common stock to be issued under the Equity Line of Credit will be
issued at a 9% discount to the lowest closing bid price for the 5 days
immediately following the notice date of an advance. These discounted sales
could cause the price of our common stock to decline.

         Further, because the investor under the Equity Line of Credit will
acquire our common stock at a discount, it will have an incentive to sell
immediately in order to realize a gain on the difference. This incentive to sell
immediately into the public market to realize a gain on the difference
accelerates if the market price of our common stock declines.

THE SELLING STOCKHOLDERS INTEND TO SELL THEIR SHARES OF COMMON STOCK IN THE
PUBLIC MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE

         The selling stockholders intend to sell the shares of common stock
being registered in this offering in the public market. That means that up to
1,117,321,098 shares of Class A common stock, the number of shares registered
for resale, may be sold. Such sales may cause our stock price to decline.

THE SALE OF OUR STOCK UNDER OUR EQUITY LINE OF CREDIT COULD ENCOURAGE SHORT
SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FURTHER DECLINE OF OUR
STOCK PRICE

         The significant downward pressure on the price of our Class A common
stock caused by the sale of material amounts of Class A common stock under the
Equity Line of Credit could encourage short sales by third parties. Such an
event could place further downward pressure on the price of our common stock.

THERE HAS BEEN NO TRADING MARKET FOR OUR CLASS A COMMON STOCK, IT WILL LIKELY BE
RELATIVELY THINLY TRADED AND WE CANNOT PREDICT THE EXTENT TO WHICH A TRADING
MARKET WILL DEVELOP

         Our Class A common stock recently began trading on the Over-the-Counter
Bulletin Board. We expect that if and when a trading market develops in our
Class A common stock, it will be thinly traded compared to larger more widely
known companies. Thinly traded common stock can be more volatile than common
stock trading in an active public market. We cannot predict the extent to which
an active public market for our Class A common stock will develop or be
sustained after this offering.

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS UNDER THE EQUITY LINE OF CREDIT
WHEN NEEDED

         We are dependent on external financing to fund our operations. Our
financing needs are expected to be provided from the Equity Line of Credit, in
large part. No assurances can be given that such financing will be available in
sufficient amounts or at all when needed.

                                       19
<PAGE>
THE ISSUANCE OF SHARES OF CLASS A COMMON STOCK UNDER THIS EQUITY LINE OF CREDIT
COULD RESULT IN A CHANGE OF CONTROL

         We recently registered 1,117,321,098 shares of Class A common stock
pursuant to the Equity Line of Credit Agreement with Cornell Capital Partners,
LP. These shares represent greater than 99.9% of our outstanding Class A common
stock, and we anticipate all such shares will be sold. If all or a significant
block of these shares are held by one or more stockholders working together,
then such stockholder or stockholders would have enough shares to assume control
of Trey by electing its or their own directors.

         The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by call the Commission
at 1-800-SEC-0330. The Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Commission. The Internet address of
the Commission's site is (http://www.sec.gov).


ITEM 2.  DESCRIPTION OF PROPERTY.

         Trey does not own any real property for use in its operations or
otherwise. Trey currently co-occupies the same space as iVoice and has entered
into an agreement with iVoice to use the office space located at 750 Highway 34,
Matawan, New Jersey. The agreement is renewed on a month-to-month basis.


ITEM 3.  LEGAL PROCEEDINGS.

         Trey is not party to any material legal proceedings, nor to the
knowledge of Trey, is any such proceeding threatened against it.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

         Our Class A common stock, par value $.00001, began trading on March 5,
2004 and is quoted on the OTC Bulletin Board under the symbol "TYRIA." The
following table shows the high and low closing prices for the periods indicated.

                                  High                   Low
                                  ----                   ---
         2004
         First Quarter           $0.90                  $0.12



                                       20
<PAGE>
HOLDERS OF COMMON EQUITY.

         In connection with the spin-off from its former parent company, the
Company issued 3,000,000 Class A common shares on February 13, 2004. This amount
represents one share of Trey Resources, Inc. Class A common stock for every
1,793 shares of iVoice Class A common stock held as of the record date of
February 9, 2004. As of April 13, 2004 there were 661 shareholders of record.

DIVIDEND INFORMATION.

         To date, the Company has never paid a dividend. We have no plans to pay
any dividends in the near future. We intend to retain all earnings, if any, for
the foreseeable future, for use in our business operations.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance. We use words such as we
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate.

            You should read the following discussion in conjunction with our
audited financial statements and related notes included elsewhere in this
filing. Our fiscal year currently ends on December 31, and each of our fiscal
quarters ends on the final day of a calendar quarter (each March 31, June 30 and
September 30). The following discussion contains forward-looking statements.
Please see Forward-Looking Statements for a discussion of uncertainties, risks
and assumptions associated with these statements.

SEPARATION FROM IVOICE

         Trey was incorporated under the laws of the State of Delaware on
October 3, 2002, as a wholly owned subsidiary of iVoice. Trey had no material
assets or activities until the contribution of the Automatic Reminder software
business described in the registration statement relating to the shares to be
distributed to iVoice shareholders (the "Spin-Off"). Since the Spin-Off, which
occurred on February 11, 2004, Trey has been an independent public company, with
iVoice having no continuing ownership interest in Trey.

         Trey's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, and reflect the
historical financial position, results of operations, and cash flows of the
business to be transferred to Trey from iVoice. The financial information
included in this filing, however, is not necessarily indicative of what Trey's
results of operations or financial position would have been had it operated as
an independent company during the periods presented, nor is it necessarily
indicative of its future performance as an independent company.

                                       21
<PAGE>
         Trey will operate the Automatic Reminder software business. This
business has historically operated as a non-reportable segment of iVoice due to
its low sales volume and business activity relative to its other business
activities. Even if Trey was to operate the Automatic Reminder business on a
stand alone basis, Management is uncertain that sufficient cash to sustain its
operations will be generated in the next twelve months, or beyond, by the sales
activity of the Automatic Reminder. Trey intends to use a portion of the
proceeds from any financing arrangements, on sales and marketing efforts for the
Automatic Reminder. It is unclear whether such efforts will result in a
reasonably successful operating business due to iVoice's previous lack of sales
and marketing efforts on the Automatic Reminder, the Company's lack of operating
history, the current economic environment and, more specifically, the
uncertainty of the telecommunications market.

         Upon its distribution pursuant to the Spin-Off, Trey will be allocated
the iVoice corporate assets, liabilities and expenses related to the Automatic
Reminder software business based on an estimate of the proportion of such
amounts allocable to Trey, utilizing such factors as total revenues, employee
headcount and other relevant factors. Trey believes that these allocations have
been made on a reasonable basis. Trey believes that all costs allocated to Trey
are a reasonable representation of the costs that Trey would have incurred if
Trey had performed these functions as a stand-alone company.

         In conjunction with the separation of the Automatic Reminder software
business from iVoice, Trey has entered into an administrative services agreement
with iVoice.

DECEMBER 31, 2003 COMPARED TO DECEMBER 31, 2002

         All revenues reported by Trey are derived from the license of our
automatic reminder and call initiating software products to address a business
or professional organization's need to automatically confirm pre-set
appointments or meetings with customers or clients. Total revenues for the years
ended December 31, 2003 and 2002 were $1,350 and $1,050 respectively. The
Automatic Reminder business has only operated as a division of iVoice and has
never operated on a stand-alone basis. The low sales volume of the Automatic
Reminder business is attributable to the minimal resources made available by
iVoice for the sales and marketing of the automatic reminder and call initiating
software products. Management feels that the sales of the automatic reminder and
call initiating software products may increase as greater financial and
operational resources are made available for the sales and marketing of the
products.

         Gross margin for the years ended December 31, 2003 and 2002 was
($17,085) and ($16,950), respectively. The negative gross margin is a result of
amortization of the original purchase price of the Automatic Reminder software
reflected in the cost of sales.

         Total operating expenses increased, from $4,058 for the year ended
December 31, 2002 to $359,840 for the year ended December 31, 2003, an increase
of $355,782. This increase in the current year is attributable to $180,000 in
accrued compensation due to Mr. Mahoney pursuant to his employment contract
dated January 1, 2003; $67,828 in legal and professional fees incurred in
connection with the registration of shares and spin-off of Trey from iVoice; and
$99,250 in Delaware franchise tax.

                                       22
<PAGE>
         As of December 31, 2003, Trey had 2 part-time employees. Trey is
pursuing additions to its sales and management staff, which will increase
operating expenditures for payroll and related benefit costs in future quarters.

         The loss from operations for the year ended December 31, 2003 was
$376,925 compared to $21,008 for the year ended December 31, 2002, an increase
of $355,917. As discussed above, the material changes in operations result from
accrued salary to Trey's Chairman and legal and professional fees incurred with
the registration of shares of Trey from iVoice and Delaware Franchise tax.

         Other expenses for the year ended December 31, 2003 were $20,680 as
compared to $421 for the year ended December 31, 2002, an increase of $20,259.
During the current year, Trey recorded interest expense on $140,000 of its 5%
convertible debentures and $14,000 in fees related to the issuance the 5%
convertible debentures. In future periods, Trey will incur significant
additional expenses related to its financing. Such expenses will include
interest expense and charges for the beneficial conversion feature of its
convertible debentures. Additionally, the Company will also incur charges for
the market discount provided in the Equity Line of Credit with Cornell Capital
Partners, L.P.

         Net Loss increased $376,176 to $397,605 for the year ended December 31,
2003 compared to $21,429 for the year ended December 31, 2002 as a result of the
factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

         To date, Trey has incurred substantial losses, and will require
financing for working capital to meet its operating obligations. We anticipate
that we will require financing on an ongoing basis for the foreseeable future.

         In January, 2003, the Company entered into a subscription agreement
with certain accredited investors to issue $250,000 in convertible debentures,
with interest payable at 5% per annum. On March 31, 2003, Trey issued $40,000 in
convertible debentures to 4 individual investors under the subscription
agreement. On September 19, 2003, Trey issued $100,000 in convertible debentures
to Cornell Capital Partners pursuant to the subscription agreement. The
debentures are convertible into shares of Class A Common Stock at a price equal
to either (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price of the Class A Common Stock as of the closing date of the
registration of shares or (b) an amount equal to eighty percent (80%) of the
average closing bid price of the Class A Common Stock for the four trading days
immediately preceding the conversion date. The convertible debentures have a
term of two years with all accrued interest due at the expiration of the term.
At our option, these debentures may be paid in cash or redeemed at a 20% premium
prior to April, 2004.

                                       23
<PAGE>
         In January 2003, as subsequently amended retroactively to January 27,
2003, Trey entered into an Equity Line of Credit Agreement. Under this
agreement, Trey may issue and sell to Cornell Capital Partners Class A Common
Stock for a total purchase price of up to $10.0 million. The purchase price for
the shares will be equal to 91% of the market price, which is defined as the
lowest closing bid price of the Class A Common Stock during the five trading
days following the notice date. A cash fee equal to six percent (6%) of the cash
proceeds of the draw down is also payable at the time of funding. In addition,
Cornell Capital Partners will receive, as additional compensation, the number of
shares of Class A Common Stock equal to one and one half percent (1.5%) of the
number of shares of Class A Common Stock outstanding on the date that the
registration statement becomes effective. To date, Trey has not drawn down on
the Equity Line of Credit.

         Pursuant to the Spin-Off from iVoice, Trey assumed an aggregate of
$324,000 in liabilities from iVoice and iVoice assigned to Trey assets having an
aggregate book value of $13,500. Trey believes that the fair value of these
assets may be greater than the book value, although it has not undertaken an
appraisal. The assumed obligations are described below.

         Trey assumed an outstanding promissory note in the amount of $250,000
payable to Jerry Mahoney in exchange for the assets it will receive pursuant to
the Spin-Off of the Automatic Reminder business. This amount is related to funds
loaned to iVoice and unrelated to the operations of Trey. Trey, for value
received, promised to pay Mr. Mahoney the principal sum of $250,000 at the rate
of 9.5% per annum on the unpaid balance until paid or until default. Interest
payments are due annually. At the time of default (if any) the interest rate
shall increase to 20% until the principal balance has been paid. Under the terms
of the Promissory Note, at the option of the Note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of Trey, par
value $0.00001, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal and
interest that the Note holder has decided to prepay by (y) fifty percent (50%)
of the lowest issue price of Series A Common Stock since the first advance of
funds under this Note, or (iii) payment of the principal of this Note, before
any repayment of interest. Trey will record this liability on its financial
statements effective with the date of the Spin-Off.

         Mr. Mahoney agreed to forego receiving any shares he would have been
entitled to receive in the Spin-Off by virtue of his ownership of either iVoice
Class A or Class B Common Stock.

         Kevin Whalen is owed $74,000 in amounts due for unpaid salary from
iVoice. This amount is related to services provided to iVoice and unrelated to
the operations of Trey. However, because Mr. Whalen assisted in the preparation
of the financial statements and footnotes related to the spin-off, Trey assumed
this obligation to Kevin Whalen. This amount shall be convertible into Class A
Common Stock of Trey calculated by dividing (x) the sum of the principal the
obligee requests to be converted by (y) the average closing bid price of Class A
Common Stock of Trey for the five (5) business days immediately preceding the
conversion date.

                                       24
<PAGE>
         Trey has entered into employment contracts with its Non-Executive
Chairman of the Board of Directors and its President. As consideration, Trey
agreed to pay Mr. Mahoney the sum of $180,000 the first year with a 10% increase
every year thereafter. The employment agreement with Mr. Mahoney provides for a
severance payment to him of three hundred percent (300%), less $100, of his
gross income for services rendered to Trey in each of the five prior calendar
years (or shorter period during which Mr. Mahoney shall have been employed by
Trey) should his employment be terminated following a change in control, as
defined in the employment agreement. Mr. Mahoney shall also be paid the sum of
$350,000 upon the completion of the Spin-Off.

         On September 15, 2003, Trey entered into an employment agreement with
Mr. Meller. Mr. Meller will serve as Trey's President and Chief Financial
Officer for a term of five years. As consideration, Trey agreed to pay Mr.
Meller the sum of $180,000 the first year with a 10% increase every year
thereafter. The employment agreement with Mr. Meller provides for a severance
payment to him of three hundred percent (300%), less $100, of his gross income
for services rendered to Trey in each of the five prior calendar years (or
shorter period during which Mr. Meller shall have been employed by Trey) should
his employment be terminated following a change in control, as defined in the
employment agreement. Mr. Meller shall also be paid the sum of $350,000 upon the
completion of the Spin-Off.

         Mr. Mahoney and Mr. Meller have agreed to forego the receipt of the
$350,000 payments owed to each of them upon successful completion of the
Spin-Off until Management believes it has sufficient financing in place to fund
these obligations


ITEM 7.  FINANCIAL STATEMENTS.

         The Financial Statements and notes thereto, together with the report of
Bagell Josephs & Company, LLC. (the Company's independent accountants) dated
March 16, 2004, appear after the signature page to this Form 10-KSB.


ITEM 8A. CONTROLS AND PROCEDURES.
         EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including
our Chief Executive Officer/Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in ss.ss.240.13a-14(c) and 240.15d-14(c)) as of December
31, 2003 (the Evaluation Date). Based upon that evaluation, the Chief Executive
Officer/Chief Financial Officer concluded that, as of the Evaluation Date, our
disclosure controls and procedures were effective in timely alerting them to the
material information relating to us (or our consolidated subsidiaries) required
to be included in our periodic SEC filings.

CHANGES IN INTERNAL CONTROLS.

         There were no significant changes made in our internal controls during
the period covered by this report, or to our knowledge, in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.

                                       25
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         Trey has a board of directors that consists of two directors. Listed
below is certain information concerning individuals who serve as directors and
Executive Officers of Trey. Mr. Mahoney is also currently a director of iVoice.

<TABLE><CAPTION>
Name           Age    Position with Trey Resources, Inc.       Director Since    Term Expires
----           ---    ----------------------------------       --------------    ------------
<S>           <C>     <C>                                      <C>               <C>
Jerry Mahoney   43    Chairman of the Board                    2002                    2007

Mark Meller     44    President and Chief Financial Office     2003                    2008
</TABLE>

         There are no agreements or understandings for the officers or director
to resign at the request of another person and the above-named officers and
director is not acting on behalf of nor will act at the direction of any other
person.

BUSINESS EXPERIENCE

         JEROME R. MAHONEY. Mr. Mahoney is Trey's Non-Executive Chairman of the
Board. He has been a director of iVoice since May 21, 1999. Mr. Mahoney started
at Executone Information Systems, a telephone systems manufacturer, and was
Director of National Accounts from 1988 to 1989. In 1989, Mr. Mahoney founded
Voice Express, Inc., a New York company that sold voicemail systems and
telephone system service contracts and installed these systems. Mr. Mahoney sold
Voice Express Systems in 1993. From 1993 to 1997, Mr. Mahoney was President of
IVS Corp., and on December 17, 1997, he established International Voice
Technologies, with which we merged on May 21, 1999. Mr. Mahoney received a B.A.
in finance and marketing from Fairleigh Dickinson University, Rutherford, N.J.
in 1983.

         MARK MELLER. Mr. Meller has been Trey's President and Chief Financial
Officer and a director since April, 2003. Since 1988, Mr. Meller has been Chief
Executive Officer of Bristol Townsend & Co., Inc., a New Jersey based consulting
firm providing merger and acquisition advisory services to middle market
companies. Mr. Meller is also a registered principal of Bristol Investment
Group, Inc., a New York based NASD member broker dealer. From 1986 to 1988, Mr.
Meller was Vice President of Corporate Finance and General Counsel of Crown
Capital Group, Inc, a New Jersey based consulting firm providing advisory
services for middle market leveraged buy-outs (LBO's). Prior to 1986, Mr. Meller
was a financial consultant and practiced law in New York City. He is a member of
the New York State Bar.


                                       26
<PAGE>
AUDIT COMMITTEE

         We do not have any independent members of our Board of Directors, an
Audit Committee, nor an Audit Committee Financial Expert. As we just completed
the Spin-Off in February 2004, we have not had the opportunity to search for an
independent member of our Board of Directors nor a financial expert who could
sit on the Audit Committee.

CODE OF ETHICS.

         The Company has adopted a Code of Ethics for adherence by its Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer and
Controller to ensure honest and ethical conduct; full, fair and proper
disclosure of financial information in the Company's periodic reports filed
pursuant to the Securities Exchange Act of 1934; and compliance with applicable
laws, rules, and regulations. The text of the Company's Code of Ethics is
included as Exhibit 14.1 hereto. Any person may obtain a copy of our Code of
Ethics by mailing a request to the Company at the address appearing on the front
page of this Annual Report on Form 10-KSB.


ITEM 10. EXECUTIVE COMPENSATION.

         No officers or directors of Trey received any compensation for services
to Trey during any of the last three fiscal years.
<TABLE><CAPTION>
                                       ANNUAL COMPENSATION                    LONG-TERM COMPENSATION
                                    ---------------------------------    --------------------------------
                                                                                 AWARDS           PAYOUTS
                                                                          -------------------     -------
                                                            OTHER        RESTRICTED
                                                            ANNUAL         STOCK      OPTIONS/     LTIP      ALL OTHER
                                    SALARY    BONUS      COMPENSATION     AWARD(S)      SAR'S     PAYOUTS   COMPENSATION
NAME AND                            ------    -----      ------------     --------      -----     -------   ------------
PRINCIPAL POSITION        YEAR       ($)       ($)           ($)            ($)          (#)        ($)         ($)
------------------        ----       ---       ---           ---            ---          ---        ---         ---
<S>                       <C>       <C>       <C>        <C>              <C>           <C>         <C>        <C>
Jerome R. Mahoney          2003     $180,000    $0            $0             $0           0           0          $0
Chairman of the Board
and Chief                  2002       N/A      N/A           N/A            N/A         N/A         N/A         N/A
Executive Officer          2001       N/A      N/A           N/A            N/A         N/A         N/A         N/A

Mark Meller                2003        $0      $0            $0             $0           0           0          $0
President, Chief           2002       N/A      N/A           N/A            N/A         N/A         N/A         N/A
Financial Officer          2001       N/A      N/A           N/A            N/A         N/A         N/A         N/A
</TABLE>
-------------------------------


 AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES


<TABLE><CAPTION>
                                                   Number of Securities         Value of Unexercised
               Shares Acquired                    Underlying Unexercised            In-the-Money
               ----------------                   -----------------------           ------------
                     on             Value         Options/SARs at FY-End       Options/SARs at FY-End
                     ---            ------        -----------------------      ----------------------
                  Exercise         Realized                 (#)                         ($)
                  ---------        ---------                ---                         ---
Name                 (#)             ($)         Exercisable/Unexercisable     Exercisable/Unexercisable
----                 ---             ---         -------------------------     -------------------------
<S>                <C>              <C>           <C>                           <C>
None                  0               0                      0                          0 / 0

</TABLE>


                                       27
<PAGE>
EMPLOYMENT CONTRACTS

On January 1, 2003, Trey entered into a five-year employment agreement with Mr.
Mahoney. Mr. Mahoney will serve as Trey's Non-Executive Chairman of the Board
for a term of five years. As consideration, Trey agreed to pay Mr. Mahoney the
sum of $180,000 the first year with a 10% increase every year thereafter. The
employment agreement with Mr. Mahoney provides for a severance payment to him of
three hundred percent (300%), less $100, of his gross income for services
rendered to Trey in each of the five prior calendar years (or shorter period
during which Mr. Mahoney shall have been employed by Trey) should his employment
be terminated following a change in control, as defined in the employment
agreement. Mr. Mahoney shall also be paid the sum of $350,000 upon the
completion of the Spin-Off.

On September 15, 2003, Trey entered into an employment agreement with Mr.
Meller. Mr. Meller will serve as Trey's President and Chief Financial Officer
for a term of five years. As consideration, Trey agreed to pay Mr. Meller the
sum of $180,000 the first year with a 10% increase every year thereafter. The
employment agreement with Mr. Meller provides for a severance payment to him of
three hundred percent (300%), less $100, of his gross income for services
rendered to Trey in each of the five prior calendar years (or shorter period
during which Mr. Meller shall have been employed by Trey) should his employment
be terminated following a change in control, as defined in the employment
agreement. Mr. Meller shall also be paid the sum of $350,000 upon the completion
of the Spin-Off.


STOCK OPTION PLAN

None.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


         The following table sets forth, as of January 26, 2004, information
with respect to the beneficial ownership of our common stock by (i) persons
known by us to beneficially own more than five percent of the outstanding
shares, (ii) the director, (iii) each executive officer and (iv) all directors
and executive officers as a group.



                                       28
<PAGE>
<TABLE><CAPTION>
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                                                      Common Stock                      Common Stock
                                                      Beneficially                      Beneficially
                                                      Owned Before      Percentage      Owned After       Percentage
         Name                 Title of Class            Offering         Ownership        Offering         Ownership
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
<S>                      <C>                        <C>                <C>            <C>               <C>
Jerome R. Mahoney        Class A Common Stock                  0(1)           0%(1)              0(1)          0%(1)
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class B Common Stock            250,000(2)         100%(2)        250,000(2)        100%(2)
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class C Common Stock                  0              0%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------

------------------------ -------------------------- ------------------ -------------- ----------------- --------------
Mark Meller              Class A Common Stock                  0              0%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class B Common Stock                  0              0%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class C Common Stock                  0              0%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------

------------------------ -------------------------- ------------------ -------------- ----------------- --------------
iVoice, Inc.             Class A Common Stock                100            100%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class B Common Stock                  0              0%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class C Common Stock                  0              0%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------

------------------------ -------------------------- ------------------ -------------- ----------------- --------------
All directors and        Class A Common Stock                  0(1)           0%(1)              0(1)          0%(1)
executive officers as
a group (2 persons)
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class B Common Stock            250,000(2)         100%(2)        250,000(2)          0%(2)
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
                         Class C Common Stock                  0              0%                 0             0%
------------------------ -------------------------- ------------------ -------------- ----------------- --------------
</TABLE>

         (1) Does not give effect to the right of Mr. Mahoney pursuant to the
Promissory Note executed by Mr. Mahoney and Trey in the amount of $250,000 to
convert $250,000 of indebtedness into 250,000 shares of Class B Common Stock
which is convertible into an indeterminate number of shares of Class A Common
Stock.

         (2), Mr. Mahoney may at his option convert the $250,000 Promissory Note
held by him into Class B Common Stock of Trey at a rate of one dollar per share.
The Class B Common Stock is convertible at any time into Class A Common Stock at
a rate equal to 50% of the lowest price that Trey issues shares of Class A
Common Stock subsequent to the date of the note. Thus by virtue of Mr. Mahoney's
right to convert $250,000 of indebtedness into 250,000 shares of Class B Common
Stock, Mr. Mahoney is deemed to beneficially own such shares for the purpose of
computing the percentage of ownership by him, but such shares are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person.


         The following table sets forth information as of December 31, 2003 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

         All compensation plans previously approved by security holders; and
         All compensation plans not previously approved by security holders.


                                       29
<PAGE>
<TABLE><CAPTION>
                                Number of securities to be   Weighted average exercise
                                 issued upon exercise of       price of outstanding        Number of securities
                                  outstanding options,        options, warrants and       remaining available for
        Plan category              warrants and rights                rights                  future issuance
                                           (a)                         (b)                          (c)
------------------------------   -------------------------   --------------------------   -----------------------
<S>                              <C>                         <C>                          <C>
Equity compensation plans
approved by security holders                0                         $0.00                          0

Equity compensation plans not
approved by security holders                0                         $0.00                          0

Total                                       0                         $0.00                          0
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In March 2003, Trey issued an aggregate of $40,000 in convertible
debentures to 4 individual investors. These debentures are convertible into
shares of Class A Common Stock at a price equal to either (a) an amount equal to
one hundred twenty percent (120%) of the closing bid price of the Class A Common
Stock as of the closing date of the distribution or (b) an amount equal to
eighty percent (80%) of the average closing bid price of the Class A Common
Stock for the four trading days immediately preceding the conversion date. These
convertible debentures accrue interest at a rate of 5% per year and are
convertible at the holder's option. These convertible debentures have a term of
two years with all accrued interest due and payable at the end of the term. At
our option, these debentures may be paid in cash or redeemed at a 20% premium
prior to April 2004.

         In September 2003, Trey issued $100,000 in convertible debentures to
Cornell Capital Partners, LP. These debentures are convertible into shares of
Class A Common Stock at a price equal to either (a) an amount equal to one
hundred twenty percent (120%) of the closing bid price of the Class A Common
Stock as of the closing date of the distribution or (b) an amount equal to
eighty percent (80%) of the average closing bid price of the Class A Common
Stock for the four trading days immediately preceding the conversion date. These
convertible debentures accrue interest at a rate of 5% per year and are
convertible at the holder's option. These convertible debentures have a term of
two years with all accrued interest due and payable and the end of the term. At
our option, these debentures may be paid in cash or redeemed at a 20% premium
prior to April 2004.

         Effective January 2003,as subsequently amended retroactively to January
27, 2003,Trey entered into an Equity Line of Credit Agreement with Cornell
Capital Partners, L.P. Under this agreement, Trey may issue and sell to Cornell
Capital Partners Class A Common Stock for a total purchase price of up to $10.0
million. Subject to certain conditions, Trey will be entitled to commence
drawing down on the Equity Line of Credit when the Class A Common Stock under
the Equity Line of Credit is registered with the Securities and Exchange
Commission and will continue for two years thereafter. The purchase price for
the shares will be equal to 91% of the market price, which is defined as the
lowest closing bid price of the Class A Common Stock during the five trading
days following the notice date. A cash fee equal to six percent (6%) of the cash

                                       30
<PAGE>
proceeds of the draw down is also payable at the time of funding. To date, Trey
has not drawn down on the Equity Line of Credit. Other than the Equity Line of
Credit, no other financing agreement is currently available to Trey. The Equity
Line of Credit Agreement does not involve affiliated persons, natural, or
corporate.

         On February 11, 2004, Trey assumed an aggregate of $324,000 in
liabilities from iVoice and iVoice assigned to Trey assets having an aggregate
book value of $13,500. Trey believes that the fair value of these assets may be
greater than the book value, although it has not undertaken an appraisal. The
assumed obligations are described below.

         In connection with the assignment of assets and liabilities by Trey
from iVoice, Trey assumed from iVoice, immediately prior to the effectiveness of
the Registration Statement relating to the Spin-Off, $250,000 of outstanding
indebtedness from iVoice to Jerry Mahoney. The debt is subject to a promissory
note having substantially the same terms as the note from iVoice to Mr. Mahoney.
Trey issued a promissory note in the amount of $250,000 payable to Mr. Mahoney
at the rate of 9.5% per annum on the unpaid balance until paid or until default.
Interest payments are due and payable annually. Mr. Mahoney may, at his sole
discretion, convert the $250,000 note into Class B Common Stock of Trey at the
rate of one dollar per share. The Class B Common Stock is convertible at any
time into Class A Common Stock at a rate equal to 50% of the lowest price that
Trey issues shares of Class A Common Stock subsequent to the date of the note.

         Mr. Mahoney agreed to forego receipt of Trey's Class A Common Stock
that he otherwise would have been eligible to receive from the Spin-Off by
virtue of his ownership of iVoice's Class B Common Stock.

         In January and September 2003, Trey entered into two separate
employment agreements with Mr. Mahoney its Chairman of the Board and Mr. Meller
its President. The agreements call for annual compensation of $180,000 per
annum, and the usual and customary perquisites and benefits valued at
approximately $25,000. The agreements also provide for a bonus of $350,000 per
employment agreement to be paid upon successful completion of the Spin-Off. Trey
believes that the compensation provided to each of Mr. Mahoney and Mr. Meller
are commensurate with compensation levels paid by other companies to management
having equivalent experiences and capabilities.

         In February 2003, Trey entered into an administrative services
agreement with iVoice. Pursuant to that agreement, iVoice will provide Trey with
physical premises, clerical and support staff, and administrative services, as
defined, for a period of approximately two years. For these services Trey will
pay iVoice $95,000 during the initial year of the term, $95,000 during the
second year of the term, and $95,000 during the third year of the term, if
extended. The annual fee we will pay iVoice for these services is smaller than
what we would incur if Trey had to outsource these services.


                                       31
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(A)      EXHIBITS

No.      Description
---      -----------

3.1      Second Amended Certificate of incorporation of Trey Resources, Inc.,
         filed September 5, 2003 (incorporated herein by reference to Exhibit
         3.1 of the registration statement on Form SB-2, filed with the SEC on
         November 25, 2003).

3.2      Bylaws of Trey Industries, Inc (incorporated herein by reference to
         Exhibit 3.2 of the registration statement on Form SB-2, filed with the
         SEC on November 25, 2003).

4.1      iVoice Acquisition 1, Inc. 5% Convertible Debenture due September 19,
         2005 issued to Cornell Capital Partners, L.P. (incorporated herein by
         reference to Exhibit 4.1 of the registration statement on Form SB-2,
         filed with the SEC on November 25, 2003).

4.2      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Elma S. Foin (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

4.3      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Darryl A. Moy (incorporated herein by reference to Exhibit
         4.2 of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

4.4      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Henry Tyler (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

4.5      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Steven R. LeMott (incorporated herein by reference to Exhibit
         4.2 of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.1     Equity Line of Credit Agreement dated January 27, 2003 between iVoice
         Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
         herein by reference to Exhibit 10.1 to the Registration Statement on
         Form SB-2 filed on December 22, 2003).

10.2     Securities Purchase Agreement dated January 27, 2003 between iVoice
         Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
         herein by reference to Exhibit 10.2 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.3     Escrow Agreement dated as of June 2002 among iVoice Acquisition 1,
         Inc., Cornell Capital Partners, L.P., Butler Gonzalez LLP (incorporated
         herein by reference to Exhibit 10.3 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.4     Registration Rights Agreement dated January 27, 2003 between iVoice
         Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
         herein by reference to Exhibit 10.4 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

                                       32
<PAGE>
10.5     Escrow Agreement, dated January 27, 2003, between iVoice Acquisition 1,
         Inc., The May Davis Group Inc. and Butler Gonzalez LLP (incorporated
         herein by reference to Exhibit 10.5 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.6     Investor Registration Rights Agreement dated June 2002 between iVoice
         Acquisition 1, Inc. and the buyers identified therein (incorporated
         herein by reference to Exhibit 10.6 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.7     Guaranty by iVoice, Inc. in favor of holders of Convertible Debt of
         Trey Resources, Inc. (incorporated herein by reference to Exhibit 10.33
         of the Registration Statement on Form SB-2 filed on November 25, 2003).

10.8     Employment Agreement, dated January 1, 2003, between iVoice Acquisition
         1, Inc. and Jerome Mahoney. (incorporated herein by reference to
         Exhibit 10.8 of the Registration Statement on Form SB-2 filed on
         November 25, 2003).

10.9     Employment Agreement, dated September 15, 2003, between Trey Resources,
         Inc. and Mark Meller. (incorporated herein by reference to Exhibit 10.8
         of the Registration Statement on Form SB-2 filed on November 25, 2003).

10.10    Administrative Services Agreement, dated February 22, 2003, between
         iVoice Inc. and iVoice Acquisition 1, Inc. (incorporated herein by
         reference to Exhibit 10.10 of the Registration Statement on Form SB-2
         filed on November 25, 2003).

14.1*    Code of Ethics filed herein.*

31.1*    Certification of Chief Executive and Chief Financial Officer pursuant
         to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1*    Certification of Chief Executive and Chief Financial Officer pursuant
         to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002
--------------------

         *  Filed herewith


(B)      REPORTS ON FORM 8-K

         No reports on Form 8-K were filed during the last quarter of the period
covered by this report.


ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following table sets forth fees billed to the Company by the
Company's independent auditors for the year ended December 31, 2003 and December
31, 2002 for (i) services rendered for the audit of the Company's annual
financial statements and the review of the Company's quarterly financial
statements, (ii) services rendered that are reasonably related to the
performance of the audit or review of the Company's financial statements that
are not reported as Audit Fees, and (iii) services rendered in connection with
tax preparation, compliance, advice and assistance.

                                       33
<PAGE>

         SERVICES                         2003                2002
         --------                        ------              ------
         Audit Fees                      $1,875              $9,000

         Audit - Related Fees                --                  --

         Tax fees                            --                 350

         All Other Fees                      --                  --

         Total                           $1,875              $9,350





         Prior to engaging our accountants to perform a particular service, our
Board of Directors obtains an estimate for the service to be performed. All of
the services described above were approved by the Board of Directors in
accordance with its procedures.








                                       34
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report on Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.

Trey Resources, Inc.


By:      /s/ Mark Meller                                 Dated:   April 14, 2004
         ---------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


         In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.


By:      /s/ Mark Meller                                 Dated:   April 14, 2004
         ---------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


By:      /s/ Jerome R. Mahoney                           Dated:   April 14, 2004
         ---------------------
         Jerome R. Mahoney
         Chairman of the Board of Directors





                                       35
<PAGE>

                              TREY RESOURCES, INC.
                          INDEX TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002




                                TABLE OF CONTENTS
                                -----------------





                                                                         PAGE(S)


Independent Auditors' Report - 2003                                           1

Independent Auditors' Report - 2002                                           2

Balance Sheets at December 31, 2003 and 2002                                  3

Statements of Operations for the Years Ended December 31, 2003 and 2002       4

Statements of Changes in Stockholders' Equity (Deficit) for the Years
   Ended December 31, 2003 and 2002                                           5

Statements of Cash Flows for the Years Ended December 31, 2003 and 2002       6

Notes to Financial Statements                                               7-20






<PAGE>

                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants
                               High Ridge Commons
                           200 Haddonfield Berlin Road
                                 Suites 400-403
                           Gibbsboro, New Jersey 08026
                        (856) 346-2828 Fax (856) 346-2882

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Stockholders of
Trey Resources, Inc.
Matawan, NJ

We have audited the accompanying balance sheet of Trey Resources, Inc. as of
December 31, 2003 and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

These financial statements have been derived from the consolidated financial
statements and accounting records of iVoice, Inc. and reflect significant
assumptions and allocations. Moreover, as indicated in Note 1, the Company
relies on iVoice, Inc. for administrative, management, research and other
services. Accordingly, these financial statements do not necessarily reflect the
financial position, results of operations, and cash flows of the Company had it
been a stand-alone company.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4, the Company
had net losses and negative cash flows from operations for the year ended
December 31, 2003 and was a consolidated subsidiary of iVoice, Inc. with no
revenues. The Company in 2003 concentrated on spinning out of iVoice, Inc. into
its own public entity. No revenue and the accumulated deficits building up
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trey Resources, Inc. as of
December 31, 2003, and the results of its operations and cash flows for the year
then ended in conformity with accounting principles generally accepted in the
United States of America.

/s/ BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey

March 16, 2004

              MEMBER OF:  AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                          NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                          PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                          NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

                                        1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors and Stockholder's of
Trey Resources, Inc.
Matawan, NJ


We have audited the accompanying balance sheet of the patient reminder software
business of iVoice, Inc. (Trey Resources, Inc., a wholly owned subsidiary of
iVoice, Inc.) as of December 31, 2002 and the related statements of operations,
changes in stockholder's deficiency and cash flows for the year ended December
31, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the patient reminder software
business of iVoice, Inc. (Trey Resources, Inc., a wholly owned subsidiary of
iVoice, Inc.) as of December 31, 2002, and the results of its operations and
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

These financial statements have been derived from the consolidated financial
statements and accounting records of iVoice, Inc. and reflect significant
assumptions and allocations. Moreover, as indicated in Note 1, the Company
relies on iVoice, Inc. for administrative, management, research and other
services. Accordingly, these financial statements do not necessarily reflect the
financial position, results of operations, and cash flows of the Company had it
been a stand-alone company.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3, the Company
had net losses and negative cash flows from operations for the year ended
December 31, 2002, and as of this date had negative working capital, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


MENDLOWITZ WEITSEN, LLP
East Brunswick, New Jersey

May 8, 2003

                                        2
<PAGE>


                              TREY RESOURCES, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002


<TABLE><CAPTION>
                                     ASSETS
                                                                              2003              2002
                                                                          ------------      ------------
<S>                                                                       <C>               <C>
ASSETS
  Cash                                                                    $      4,548      $         --
  Prepaid expenses                                                              55,000                --
  Due from related party                                                        54,586                --
                                                                          ------------      ------------

        Total current assets                                                   114,134                --
                                                                          ------------      ------------

OTHER ASSETS
  Intangible assets                                                              9,000            27,000
                                                                          ------------      ------------
        Total other assets                                                       9,000            27,000
                                                                          ------------      ------------
  TOTAL ASSETS                                                            $    123,134      $     27,000
                                                                          ============      ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                   $    313,467      $         --
  Due to related party                                                              --               314
  5% Convertible debentures                                                    140,000                --
                                                                          ------------      ------------
        Total current liabilities                                              453,467               314
                                                                          ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock; par value $1.00; 1,000,000 shares authorized
       no shares issued and outstanding at December 31, 2003 and 2002               --                --
  Common stock, par value $.01, 2,000 shares authorized, 100 shares
       issued and outstanding at December 31, 2002                                  --                 1
  Common stock:
     Class A, par value $.00001, 10,000,000,000 shares authorized;
       100 shares issued and outstanding at December 31, 2003                        1                --
     Class B, par value $.00001, 50,000,000 shares authorized,
       no shares issued and outstanding at December 31, 2003                        --                --
     Class C, par value $.00001, 20,000,000 shares authorized,
       no shares issued and outstanding at December 31, 2003                        --                --
  Additional paid in capital                                                    35,099                99
  Net investment - iVoice, Inc.                                                135,187           129,601
  Accumlulated deficit                                                        (500,620)         (103,015)
                                                                          ------------      ------------
        Total stockholders' equity (deficit)                                  (330,333)           26,686
                                                                          ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      $    123,134      $     27,000
                                                                          ============      ============
</TABLE>
                     The accompanying notes are an integral
                      part of these financial statements.

                                        3
<PAGE>
                              TREY RESOURCES, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



<TABLE><CAPTION>
                                                     2003              2002
                                                 ------------      ------------
<S>                                              <C>               <C>
SALES, net                                       $      1,350      $      1,050

COST OF SALES                                          18,435            18,000
                                                 ------------      ------------

GROSS (LOSS)                                          (17,085)          (16,950)
                                                 ------------      ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
     Compensation expenses                            180,000                --
     Selling expenses                                     305               211
     General and administrative                       178,508             3,262
     Research and development                             572               372
     Depreciation and amortization                        455               213
                                                 ------------      ------------
                TOTAL SELLING, GENERAL AND
                   ADMINISTRATIVE EXPENSES            359,840             4,058

LOSS FROM OPERATIONS                                 (376,925)          (21,008)

OTHER INCOME (EXPENSE)
     Start - up costs                                 (14,000)               --
     Other income                                          --               294
     Interest expense                                  (6,680)             (715)
                                                 ------------      ------------
                TOTAL OTHER INCOME (EXPENSE)          (20,680)             (421)
                                                 ------------      ------------

LOSS BEFORE INCOME TAXES                             (397,605)          (21,429)

PROVISION FOR INCOME TAXES                                 --                --
                                                 ------------      ------------

NET LOSS                                         $   (397,605)     $    (21,429)
                                                 ============      ============

PRO FORMA NET LOSS PER COMMON SHARE:
Basic                                            $      (0.13)     $      (0.01)
                                                 ============      ============

Diluted                                          $      (0.13)     $      (0.01)
                                                 ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
     - POST SPIN-OFF                                3,000,000         3,000,000
                                                 ============      ============

</TABLE>


                     The accompanying notes are an integral
                       part of these financial statements.

                                        4
<PAGE>
                              TREY RESOURCES, INC.
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002





<TABLE><CAPTION>
                                            COMMON STOCK           ADDITIONAL       NET                         TOTAL
                                       -----------------------      PAID-IN      INVESTMENT   ACCUMULATED   STOCKHOLDERS'
                                         SHARES        AMOUNT       CAPITAL     IVOICE, INC.    DEFICIT    EQUITY (DEFICIT)
                                       ---------     ---------     ---------     ---------     ---------      ---------
<S>                                    <C>           <C>           <C>           <C>           <C>          <C>
BALANCE - JANUARY 1, 2002                     --     $      --     $      --     $ 126,799     $ (81,586)     $  45,213

Issuance of common stock for cash            100             1            99            --            --            100

Net transactions with iVoice, Inc.            --            --            --         2,802            --          2,802

Net loss for the year ended
   December 31, 2002                          --            --            --            --       (21,429)       (21,429)
                                       ---------     ---------     ---------     ---------     ---------      ---------

BALANCE - DECEMBER 31, 2002                  100             1            99       129,601      (103,015)        26,686

Sale of convertible debentures                --            --        35,000            --                       35,000

Net transactions with iVoice, Inc.            --            --            --         5,586            --          5,586

Net loss for the year ended
   December 31, 2003                          --            --            --            --      (397,605)      (397,605)
                                       ---------     ---------     ---------     ---------     ---------      ---------

BALANCE - DECEMBER 31, 2003                  100     $       1     $  35,099     $ 135,187     $(500,620)     $(330,333)
                                       =========     =========     =========     =========     =========      =========
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements.

                                        5
<PAGE>
                              TREY RESOURCES, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002




<TABLE><CAPTION>
                                                                  2003              2002
                                                              ------------      ------------
<S>                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $   (397,605)     $    (21,429)
  Adjustments to reconcile net loss to net
    cash (used in) operating activities
  Depreciation and amortization                                     18,455            18,213
  Changes in operating assets and liabilities
       Increase in accounts payable and accrued expenses           313,467                --
                                                              ------------      ------------
       Adjustments                                                 331,922            18,213
                                                              ------------      ------------
                NET CASH (USED IN) OPERATING ACTIVITIES            (65,683)           (3,216)
                                                              ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of stock for cash                                            --               100
  Cash transfer to iVoice                                           (1,350)           (1,050)
  Cash transfer from iVoice                                             --                --
  Allocation of costs by iVoice                                      6,481             3,852
  Due to/from related party                                        (74,900)              314
  Sale of convertible debentures                                   140,000                --
                                                              ------------      ------------
                NET CASH PROVIDED BY FINANCING ACTIVITIES           70,231             3,216
                                                              ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                            4,548                --

CASH - BEGINNING OF YEAR                                                --                --
                                                              ------------      ------------
CASH - END OF YEAR                                            $      4,548      $         --
                                                              ============      ============


SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:

Prepaid expenses for financing fees and consulting
costs paid by related party                                   $     55,000      $         --
                                                              ============      ============
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements.

                                        6
<PAGE>

                              TREY RESOURCES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1-     BACKGROUND

            On April 1, 2003, the Board of Directors of iVoice, Inc. ("iVoice")
            resolved to pursue the separation of its Automatic Reminder
            ("Reminder") software business from its speech recognition and
            computerized telephony business into two publicly owned companies.
            iVoice will continues to focus on its own computerized telephony
            technology, which include its Automatic Speech Recognition (ASR)
            engine, Voicemail, Unified Messaging, and Interactive Voice Response
            (IVR) software source codes and related business development
            operations. Trey Resources, Inc. (the "Company") will continue to
            develop, market and license the Reminder line of computerized
            telephony software.

            The spin - off transaction will be accomplished by the distribution
            of certain intellectual property, representing the software codes of
            the Automatic Reminder, and certain accrued liabilities and related
            party debt into a wholly - owned subsidiary of iVoice, Trey
            Resources, Inc. ("Trey"), formerly known as iVoice Acquisition I,
            Inc.) and subsequently distributed on a pro - rata basis to iVoice
            shareholders in the form of a taxable dividend.

            In conjunction with the spin - off, iVoice and Trey have entered
            into an Administrative Services Agreement that provides each other
            with certain administrative and operational services over a certain
            period of time to assist Trey with its transition to a separate
            company.

            Trey also intends to assume $324,000 in accrued liabilities and
            related party debt presently outstanding and incurred by iVoice. The
            debt being assumed will be convertible into common stock of Trey at
            the option of the holder as later described in these notes.

NOTE 2-     BUSINESS OPERATIONS

            The Company will continue to develop, market and license the
            Reminder line of computerized telephony software developed by
            iVoice. The Company's Automatic Reminder software is designed to
            address an organization's ability to make more efficient use of its
            appointment schedule reducing cancellations and no - shows and
            saving valuable staff hours of tedious phone calling.

                                        7
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2-     BUSINESS OPERATIONS (CONTINUED)

            The Reminder is a Microsoft Windows based software application that
            automatically initiates a telephone call to a client or patient to
            verify a set appointment or reservation time. The information
            necessary to place the call is retrieved from a database of
            information that includes the client or patient's name, phone number
            and previously set appointment time. Using a graphical user
            interface, Reminder can be easily configured to call a user's
            clients or patients one time or multiple times, on different phones,
            in different languages, and at different times. Reminder also
            provides statistics on calls places such as calls attempted, calls
            completed, intercepted, retried, and busy/no answer calls with its
            innovative call reporting feature. Through a series of steps that
            includes pre - recorded prompts, the Reminder asks call recipients
            to confirm his or her appointment or to cancel and request
            rescheduling of their appointment by pressing a key on their
            telephone keypad.

            The potential market for the Reminder includes any business or
            professional organization that sets appointments or reservations and
            desires verification of those appointments or reservations.
            Appointment verification provides the business or professional
            organization ample time to make necessary scheduling changes due to
            "no - shows" or re - scheduling. The ability of an organization to
            make more efficient use of its appointment schedule can provide that
            organization with an increased number of kept appointments and in
            turn produce increased profitability for a business or professional
            organization.

NOTE 3-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            BASIS OF PRESENTATION

            The accompanying financial statements have been derived from the
            consolidated financial statements and accounting records of iVoice
            using the historical results of operations and historical basis of
            assets and liabilities of the Company's Automatic Reminder business.
            Management believes the assumptions underlying the financial
            statements are reasonable. However, the financial statements
            included herein may not necessarily reflect the Company's results of
            operations, financial position, and cash flows in the future or what
            its results of operations, financial position, and cash flows would
            have been had the Company been a stand-alone company during the
            periods presented.






                                        8
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 3-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

            USE OF ESTIMATES

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions that
            affect the reported amounts of assets and liabilities and disclosure
            of contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenue and expenses during
            the reporting period. Actual results could differ from those
            estimates.

            SOFTWARE LICENSE COSTS

            Software license costs are recorded at cost, which approximates fair
            market value as of the date of purchase. These costs represent the
            purchase of various exploitation rights to certain software, pre -
            developed codes and systems developed by a non - related third
            party. These costs are capitalized pursuant to Statement of
            Financial Accounting Standards ("SFAS") 86, "ACCOUNTING FOR THE
            COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED OR OTHERWISE
            MARKETED". The carrying value of software license costs are
            regularly reviewed by the Company and a loss would be recognized if
            the value of the estimated un - discounted cash flow benefit related
            to the asset falls below the unamortized cost. Historically the
            Automatic Reminder software technology has produced limited sales
            revenue. However, management believes that the limited sales
            generated result from a lack of application of Company sales and
            marketing resources to the software. It is Management's plan to
            devote such resources to its software technology to recognize the
            technology's potential value and therefore, no impairment loss has
            been recorded.











                                        9
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 3-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            REVENUE RECOGNITION

            The Company derives its revenues from the licensing of its software
            product and optional customer support (maintenance) services. The
            Company's standard license agreement provides for a one - time fee
            for use of the Company's product in perpetuity for each computer or
            CPU in which the software will reside. The Company's software
            application is fully functional upon delivery and implementation and
            does not require any significant modification or alteration. The
            Company also offers customers an optional annual software
            maintenance and support agreement for the subsequent one - year
            periods. Such maintenance and support services are free for the
            first year the product is licensed and is considered the warranty
            period. The software maintenance and support agreement provides free
            software updates, if any, and technical support the customer may
            need in deploying or changing the configuration of the software.
            Generally, the Company does not license its software in multiple
            element arrangements whereby the customer purchases a combination of
            software and maintenance. In a typical arrangement, software
            maintenance services are sold separately from the software product;
            are not considered essential to the functionality of the software
            and are purchased at the customer's option upon the completion of
            the first year licensed.

            The Company does not offer any special payment terms or significant
            discount pricing. Normal and customary payment terms require payment
            for the software license fees when the product is shipped. Payment
            for software maintenance is due prior to the commencement of the
            maintenance period. It is also the Company's policy to not provide
            customers the right to refund any portion of its license fees. The
            Company accepts Visa and MasterCard as well as company checks.

            With respect to the sale of software license fees, the Company
            recognizes revenue in accordance with Statement of Position 97-2,
            Software Revenue Recognition (SOP 97-2), as amended, and generally
            recognizes revenue when all of the following criteria are met: (1)
            persuasive evidence of an arrangement exists generally evidenced by
            a signed, written purchase order from the customer, (2) delivery of
            the software product on Compact Disk (CD) or other means to the
            customer has occurred (3) the perpetual license fee is fixed or
            determinable and (4) collectibility, which is assessed on a customer
            - by - customer basis is probable.





                                       10
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 3-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            REVENUE RECOGNITION (CONTINUED)

            With respect to customer support services, upon the completion of
            one year from the date of sale, considered to be the warranty
            period, the Company offers customers an optional annual software
            maintenance and support agreement for subsequent one - year periods.
            Sales of purchased maintenance and support agreements are recorded
            as deferred revenues and recognized over the respective terms of the
            agreements.

            The Company does not allocate revenues between the software
            licensing fees and the software maintenance contracts as the one
            year warranty period is incidental to the total market value of the
            product sold. The software maintenance and customer support services
            are free for the first year the product is licensed (considered to
            be the warranty period) and is not considered essential to the
            functionality of the software. The software maintenance and support
            agreement provides for free software updates, if any, and technical
            support the customer may need in deploying or changing the original
            configuration of the software. Generally, customer support in the
            first year of use is usually limited to installation and
            connectivity issues with respect to the end user telephone
            environment. The Company separately records a warranty reserve to
            account for the estimated costs to provide bug fixes.

            PRODUCT WARRANTIES

            The Company estimates its warranty costs based on historical
            warranty claim experience in estimating potential warranty claims.
            Due to the limited sales of the Company's products, management has
            determined that warranty costs are immaterial and has not included
            an accrual for potential warranty claims. Presently, costs related
            to warranty liabilities are expensed as incurred. Warranty claims
            are reviewed quarterly to verify that warranty liabilities properly
            reflect any remaining obligation based on the anticipated
            expenditures over the balance of the obligation period.

            RESEARCH AND DEVELOPMENT COSTS

            Research and development costs will be charged to expense as
            incurred.





                                       11
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 3-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            INCOME TAXES

            The Company accounts for income taxes under the Financial Accounting
            Standards Board of Financial Accounting Standards ("SFAS") No. 109
            "ACCOUNTING FOR INCOME TAXES" ("Statement 109"). Under Statement
            109, deferred tax assets and liabilities are recognized for the
            future tax consequences attributable to differences between the
            financial statement carrying amounts of existing assets and
            liabilities and their respective tax basis. Deferred tax assets and
            liabilities are measured using enacted tax rates expected to apply
            to taxable income in the years in which those temporary differences
            are expected to be recovered or settled. Under Statement 109, the
            effect on deferred tax assets and liabilities of a change in tax
            rates is recognized in income in the period that includes the
            enactment date. There were no current or deferred income tax expense
            or benefits have been recorded due to the Company not having any
            material operations for the years ended December 31, 2003 and 2002.

            ORGANIZATIONAL COSTS

            Organizational costs consist primarily of professional and filing
            fees relating to the formation of the Company. These costs have been
            expensed.

            EARNINGS (LOSS) PER SHARE

            SFAS No. 128, "Earnings Per Share" requires presentation of basic
            earnings per share ("basic EPS") and diluted earnings per share
            ("diluted EPS").

            The computation of basic EPS is computed by dividing income (loss)
            available to common stockholders by the expected weighted average
            number of common shares to be issued in connection with the
            Company's proposed spin - off from iVoice, Inc. Diluted earnings per
            share gives effect to all dilutive potential common shares
            outstanding during the period. The computation of diluted EPS does
            not assume conversion, exercise, or contingent exercise of
            securities that would have an anti - dilutive effect on earnings
            resulting from the Company's net loss position.


                                         December 31, 2003    December 31, 2002
                                         -----------------    -----------------

            Net loss                     $        (371,195)   $         (21,429)
                                         -----------------    -----------------
            Weighted average number of
             shares outstanding post
             spin-off                            3,000,000            3,000,000
                                         =================    =================


                                       12
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 3-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            COMPREHENSIVE INCOME

            SFAS No. 130, "Reporting Comprehensive Income", establishes
            standards for the reporting and display of comprehensive income and
            its components in the financial statements. The items of other
            comprehensive income that are typically required to be displayed are
            foreign currency items, minimum pension liability adjustments, and
            unrealized gains and losses on certain investments in debt and
            equity securities. As of September 30, 2003, the Company has no
            items that represent comprehensive income, and thus, has not
            included a statement of comprehensive income.

            RECENT ACCOUNTING PRONOUNCEMENTS

            In January 2003, the FASB issued FASB Interpretation No. 46,
            "Consolidation of Variable Interest Equities" (FIN 46"), which
            requires variable interest entities to be consolidated by the
            primary beneficiary of the entity if certain criteria are met. FIN
            46 is effective for all new variable interest entities created after
            January 31, 2003. For variable interest entities created or acquired
            before February 1, 2003, the provisions of FIN 46 become effective
            for the Company on September 1, 2003. The Company does not expect
            that the adoption of FIN 46 will have a material impact on its
            financial position, results of operations or cash flows.

            In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement
            133 on Derivative Instruments and Hedging Activities." This
            statement amends and clarifies financial accounting and reporting
            for derivative instruments, including certain derivative instruments
            embedded in other contracts (collectively referred to as
            derivatives) and for hedging activities under SFAS No. 133,
            "Accounting for Derivative Instruments and Hedging Activities."
            Except as noted below, the Company is required to adopt this
            statement by the first quarter of fiscal 2004. Certain provisions of
            this statement relating to SFAS No. 133 implementation issues that
            have been effective for prior fiscal quarters will continue to be
            applied in accordance with their respective effective dates. The
            Company does not expect that the adoption of SFAS No. 149 will have
            a material impact on its financial position, results of operations
            or cash flows.






                                       13
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 3-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            RECENT ACCOUNTING PRONOUNCEMENTS

            In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
            Financial Instruments with Characteristics of both Liabilities and
            Equity." SFAS No. 150 establishes standards for classification and
            measurement of certain financial instruments with characteristics of
            both liabilities and equity. SFAS No. 150 is effective for the
            Company on September 1, 2003. The Company does not expect that the
            adoption of SFAS No. 150 will have a material impact on the
            Company's financial position, results of operations or cash flows.

NOTE 4-     GOING CONCERN

            The accompanying financial statements have been prepared in
            conformity with accounting principles generally accepted in the
            United States of America, which contemplates continuation of the
            Company as a going concern. The Company has traditionally operated
            as a separate non - reporting component of iVoice, Inc. and
            accordingly these financial statements have been derived from the
            consolidated financial statements and accounting records of iVoice,
            Inc., and reflect significant assumptions and allocations. The
            Company relies on iVoice, Inc. for administrative, management,
            research and other services.

            As of December 31, 2003, the Company had a net loss, a negative cash
            flow from operations as well as negative working capital of
            $339,333. These matters raise substantial doubt about the Company's
            ability to continue as a going concern. Therefore, recoverability of
            a major portion of the recorded asset amounts shown in the
            accompanying balance sheets is dependent upon the Company's ability
            to continue to raise capital and/or generate positive cash flows
            from operations.








                                       14
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 4-     GOING CONCERN (CONTINUED)

            In order to provide necessary working capital, in January 2003, the
            Company entered into a subscription agreement with certain
            purchasers to issue $140,000 in convertible debentures, with
            interest payable at 5% annum. The notes will be convertible into the
            Company's Class A common stock at a price equal to either (a) an
            amount equal to one hundred twenty percent (120%) of the closing bid
            price for the Common Stock on the Closing Date, or (b) an amount
            equal to eighty percent (80%) of the average of the four (4) lowest
            Closing Bid Prices of the Common Stock for the five (5) trading days
            immediately preceding the Conversion Date. Additionally, the Company
            has also entered into an Equity Line of Credit Agreement where the
            Company may, at its discretion, periodically sell to an investor,
            shares of Class A common stock to raise capital to fund working
            capital needs. These two financing transactions required the Company
            to register its common stock under Section 12(g) of the U.S.
            Securities Exchange Act of 1934 and subsequently register for resale
            a number of shares to facilitate these financing transactions. The
            Company completed this process and went effective with the
            Securities and Exchange Commission on February 16, 2004.

            The financial statements do not include any adjustments relating to
            the recoverability and classification of recorded assets, or the
            amounts and classification of liabilities that might be necessary in
            the event the Company cannot continue in existence.

NOTE 5-     INTANGIBLE ASSETS

            Intangible assets consist of software source codes originally
            purchased by iVoice for $90,000 in May 1999. The asset is reflected
            at its original cost net of accumulated amortization of $76,500,
            from the date acquired by iVoice. The asset is being amortized over
            a five-year period.

            In accordance with FAS 142, goodwill and indefinite - lived
            intangible assets are reviewed for impairment at least annually, and
            whenever events or changes in circumstances indicate the carrying
            amounts of the assets may be impaired. The Company has elected to
            perform the impairment review during the fourth quarter of each
            year, in conjunction with the annual planning cycle. At December 31,
            2003 and 2002, the most recent impairment review, there was no
            impairment of goodwill or other indefinite - lived intangible
            assets.







                                       15
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 6-     CONVERTIBLE DEBENTURES

            In January 2003, the Company entered into a subscription agreement
            with certain purchasers to issue $140,000 in convertible debentures,
            with interest payable at 5% annum. The notes are convertible into
            the Company's Class A common stock at a price equal to either (a) an
            amount equal to one hundred twenty percent (120%) of the closing bid
            price for the Common Stock on the Closing Date, or (b) an amount
            equal to eighty percent (80%) of the average of the four (4) lowest
            Closing Bid Prices of the Common Stock for the five (5) trading days
            immediately preceding the Conversion Date. On March 31, 2003, the
            Company issued $40,000 and on September 19, 2003, the Company issued
            an additional $100,000 in 5% convertible debentures to the private
            investors under the subscription agreement. The 20% beneficial
            conversion feature has been recorded as a prepaid financing cost
            until such time as the Company's Class A common stock into which the
            debentures are convertible is registered (February 2004). Upon
            effective registration of the Company's common stock, any amounts
            capitalized as beneficial conversion feature will be charged to
            expense in accordance with EITF Issue 98-5.

            This financing transaction will require the Company to register its
            common stock under Section 12(g) of the Securities Exchange Act of
            1934 and subsequently register for resale a number of shares to
            facilitate these financing transactions.

NOTE 7-     RELATED PARTY TRANSACTIONS

            During the years ended December 31, 2003 and 2002, iVoice allocated
            operating costs of $22,205 and $22,058, respectively and interest
            expense of $2,296 and $715, respectively. The general corporate
            expenses allocation is primarily for cash management, selling
            expenses, legal, accounting, tax, insurance, public relations,
            advertising, and human resources. These general categories of
            operating expenses, as well as other income and other expense have
            been allocated to Trey by iVoice based upon a ration or revenues of
            the Automatic Reminder software over total iVoice revenues for the
            applicable periods. Management believes the costs of these services
            charged are a reasonable representation of the costs that would have
            been incurred if the Company had performed these functions as a
            stand - alone company.





                                       16
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 7-     RELATED PARTY TRANSACTIONS (CONTINUED)

            Subsequent to the spin - off, the Company has entered into an
            Administrative Services Agreement whereby iVoice will provide the
            Company with services in such areas as information management and
            technology, employee benefits administration, payroll, financial
            accounting and reporting, and other areas where the Company may need
            transitional assistance and support following the spin - off
            distribution. The agreement will generally extend for two years
            after the distribution, but may be terminated earlier under certain
            circumstances, including a default.

NOTE 8-     PROVISION FOR INCOME TAXES

            Deferred income taxes will be determined using the liability method
            for the temporary differences between the financial reporting basis
            and income tax basis of the Company's assets and liabilities.
            Deferred income taxes will be measured based on the tax rates
            expected to be in effect when the temporary differences are included
            in the Company's consolidated tax return. Deferred tax assets and
            liabilities are recognized based on anticipated future tax
            consequences attributable to differences between financial statement
            carrying amounts of assets and liabilities and their respective tax
            bases.

            At December 31, 2003 and 2002, deferred tax assets consist of the
            following:

                                                         2003          2002

            Net operating loss carryforwards          $ 127,307     $  35,025
            Less:  valuation allowance                 (127,307)      (35,025)
                                                      ---------     ---------
                                                      $       0     $       0
                                                      =========     =========

            At December 31, 2003 and 2002, the Company had federal net operating
            loss carryforwards in the approximate amounts of $374,433 and
            $103,015, respectively, available to offset future taxable income.
            The Company established valuation allowances equal to the full
            amount of the deferred tax assets due to the uncertainty of the
            utilization of the operating losses in future periods.

            Prior to the spin-off, the Company was included as part of iVoice's
            consolidated federal income tax return, however the income tax
            expense presented in these financial statements has been computed on
            a separate return basis.




                                       17
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9-     COMMITMENTS AND CONTINGENCIES

            As discussed in Note 5, the Company has entered into a subscription
            agreement with certain purchasers for the sale of $140,000 in
            convertible debentures. The notes will be convertible into Class A
            common stock at the discretion of the holders.

            In January 2003, ,as subsequently amended retroactively to January
            27, 2003, the Company entered into an Equity Line of Credit with
            Cornell Capital Partners, LP. Pursuant to the Equity Line of Credit,
            the Company, at their discretion, may periodically sell to Cornell
            Capital Partners shares of Class A common stock for a total purchase
            price of up to $10.0 million to raise funds for its working capital
            needs. For each share of Class A common stock purchased under the
            Equity Line of Credit, Cornell Capital Partners will pay 91% of the
            5 lowest closing bid prices on the Over - the - Counter Bulletin
            Board or other principal market on which the Company's common stock
            is traded for the 5 days immediately following the notice date. In
            addition, Cornell Capital Partners, L.P. will receive as additional
            compensation, those number of Class A Common Stock shares equal to
            one and one half percent (1.5%) of the number of shares of Class A
            Common Stock outstanding on that date in which the registration
            statement filed by the Company to effectuate the spin - off goes
            effective (February 2004). Pursuant to the agreement with Cornell
            Capital Partners, LP, the Company has registered for resale on Form
            SB-2, shares of Class A common stock with the Securities and
            Exchange Commission. The offering terminates 24 months after the
            Securities and Exchange Commission declared the registration
            statement effective.

            As discussed in Note 6, the Company has entered into an
            Administrative Services Agreement whereby iVoice will provide the
            Company with services in such areas as information management and
            technology, employee benefits administration, payroll, financial
            accounting and reporting, and other areas where the Company may need
            transitional assistance and support following the spin - off
            distribution. The agreement will generally extend for two years
            after the distribution, but may be terminated earlier under certain
            circumstances, including a default.

            Trey also intends to assume a total of $324,000 in accrued
            liabilities and related party debt presently outstanding and
            incurred by iVoice. The terms and conditions of the liabilities and
            debt being assumed are as follows:

            Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts
            due for unpaid salary from iVoice and is unrelated to the operations
            of Trey, however, Trey will assume this obligation to Kevin Whalen.
            This amount shall be convertible into Class A Common Stock of Trey
            calculated by dividing (x) the sum of the principal the obligee
            requests to be converted by (y) the average closing bid price of
            Class A Common Stock of Trey for the five (5) business days
            immediately preceding the conversion date.


                                       18
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9-     COMMITMENTS AND CONTINGENCIES (CONTINUED)

            The Company will also assume an outstanding promissory note in the
            amount of $250,000 payable to Jerry Mahoney, President and Chief
            Executive Officer of iVoice and Non - Executive Chairman of the
            Board of Trey Resources. This amount is related to funds loaned to
            iVoice and is unrelated to the operations of Trey. The note will
            bear interest at the rate of 9.5% per annum on the unpaid balance
            until paid or until default. At the time of default (if any) the
            interest rate shall increase to 20% until the principal balance has
            been paid. Under the terms of the Promissory Note, at the option of
            the Note holder, principal and interest can be converted into either
            (i) one Class B common stock share of Trey Resources, Inc., no par
            value, for each dollar owed, (ii) the number of Class A common stock
            shares of iVoice, Inc. calculated by dividing (x) the sum of the
            principal and interest that the Note holder has decided to prepay by
            (y) fifty percent (50%) of the lowest issue price of Series A common
            stock since the first advance of funds under this Note, or (iii)
            payment of the principal of this Note, before any repayment of
            interest.

NOTE 10-    COMMON STOCK

            In accordance with its Certificate of Incorporation filed on October
            4, 2002, the Company is authorized to issue 2,000 shares $.01 par
            value. On April 24, 2003, the Company amended its Certificate of
            Incorporation to change the par value of its Common Stock from $.01
            to $.00001 and to increase the number of shares the Company is
            authorized to issue from 2,000 to 10,000,000,000. The amendment also
            provided to create and authorize to issue 50,000,000 shares of Class
            B Common Stock, no par value. The amendment also provided to create
            and authorize to issue 20,000,000 shares of Class C Common Stock, no
            par value. The amendment also granted the board of directors the
            rights to prescribe and authorize the issuance of 1,000,000
            preferred shares, $1.00 par value.

            CLASS A COMMON STOCK

            Class A Common Stock consists of the following as of December 31,
            2003: 10,000,000,000 shares of authorized common stock with a par
            value of $.00001, 100 shares were issued and outstanding.

            Each holder of Class A common stock is entitled to receive ratably
            dividends, if any, as may be declared by the Board of Directors out
            of funds legally available for the payment of dividends. The Company
            has never paid any dividends on its common stock and does not
            contemplate doing so in the foreseeable future. The Company
            anticipates that any earnings generated from operations will be used
            to finance the growth objectives.



                                       19
<PAGE>

                              TREY RESOURCES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 10-    COMMON STOCK (CONTINUED)

            CLASS B COMMON STOCK

            Class B Common Stock consists of 50,000,000 shares of authorized
            common stock with a par value of $0.00001. Class B stock has voting
            rights of 1 to 1 with respect to Class A Common Stock. As of
            December 31, 2003, no shares were issued and outstanding; Class B
            common stockholders are entitled to receive dividends in the same
            proportion as the Class B Common Stock conversion and voting rights
            have to Class A Common Stock. A holder of Class B Common Stock has
            the right to convert each share of Class B Common Stock into the
            number of shares of Class A Common Stock determined by dividing the
            number of Class B Common Stock being converted by a 50% discount of
            the lowest price that Trey had ever issued its Class A Common Stock.
            Upon the liquidation, dissolution, or winding - up of the Company,
            holders of Class B Common Stock will be entitled to receive
            distributions.

            CLASS C COMMON STOCK

            Class C Common Stock consists of 20,000,000 shares of authorized
            common stock with a par value of $0.0001. Class C stock has voting
            rights of 1 vote for every 1,000 shares. As of December 31, 2003, no
            shares were issued or outstanding.

            PREFERRED STOCK

            Preferred Stock consists of 1,000,000 shares of authorized preferred
            stock with $1.00 par value. As of December 31, 2003, no shares were
            issued or outstanding.


NOTE 11-    SUBSEQUENT EVENTS

            The Company's registration statement effectuating the spin - off
            from iVoice, went effective February 11, 2004.

            The Company received $100,000 on March 15, 2004 as their initial
            draw down of their equity line of credit.

            The Company received an additional $100,000 on March 17, 2004 as an
            additional draw down of their equity line of credit.



                                       20


<PAGE>
                                INDEX OF EXHIBITS
                                -----------------

No.      Description
---      -----------

3.1      Second Amended Certificate of incorporation of Trey Resources, Inc.,
         filed September 5, 2003 (incorporated herein by reference to Exhibit
         3.1 of the registration statement on Form SB-2, filed with the SEC on
         November 25, 2003).

3.2      Bylaws of Trey Industries, Inc (incorporated herein by reference to
         Exhibit 3.2 of the registration statement on Form SB-2, filed with the
         SEC on November 25, 2003).

4.1      iVoice Acquisition 1, Inc. 5% Convertible Debenture due September 19,
         2005 issued to Cornell Capital Partners, L.P. (incorporated herein by
         reference to Exhibit 4.1 of the registration statement on Form SB-2,
         filed with the SEC on November 25, 2003).

4.2      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Elma S. Foin (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

4.3      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Darryl A. Moy (incorporated herein by reference to Exhibit
         4.2 of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

4.4      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Henry Tyler (incorporated herein by reference to Exhibit 4.2
         of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

4.5      iVoice Acquisition 1, Inc. 5% Convertible Debenture due March 20, 2005
         issued to Steven R. LeMott (incorporated herein by reference to Exhibit
         4.2 of the registration statement on Form SB-2, filed with the SEC on
         December 22, 2003).

10.1     Equity Line of Credit Agreement dated January 27, 2003 between iVoice
         Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
         herein by reference to Exhibit 10.1 to the Registration Statement on
         Form SB-2 filed on December 22, 2003).

10.2     Securities Purchase Agreement dated January 27, 2003 between iVoice
         Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
         herein by reference to Exhibit 10.2 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.3     Escrow Agreement dated as of June 2002 among iVoice Acquisition 1,
         Inc., Cornell Capital Partners, L.P., Butler Gonzalez LLP (incorporated
         herein by reference to Exhibit 10.3 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.4     Registration Rights Agreement dated January 27, 2003 between iVoice
         Acquisition 1, Inc. and Cornell Capital Partners, L.P. (incorporated
         herein by reference to Exhibit 10.4 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

<PAGE>
10.5     Escrow Agreement, dated January 27, 2003, between iVoice Acquisition 1,
         Inc., The May Davis Group Inc. and Butler Gonzalez LLP (incorporated
         herein by reference to Exhibit 10.5 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.6     Investor Registration Rights Agreement dated June 2002 between iVoice
         Acquisition 1, Inc. and the buyers identified therein (incorporated
         herein by reference to Exhibit 10.6 to the Registration Statement on
         Form SB-2 filed on November 25, 2003).

10.7     Guaranty by iVoice, Inc. in favor of holders of Convertible Debt of
         Trey Resources, Inc. (incorporated herein by reference to Exhibit 10.33
         of the Registration Statement on Form SB-2 filed on November 25, 2003).

10.8     Employment Agreement, dated January 1, 2003, between iVoice Acquisition
         1, Inc. and Jerome Mahoney. (incorporated herein by reference to
         Exhibit 10.8 of the Registration Statement on Form SB-2 filed on
         November 25, 2003).

10.9     Employment Agreement, dated September 15, 2003, between Trey Resources,
         Inc. and Mark Meller. (incorporated herein by reference to Exhibit 10.8
         of the Registration Statement on Form SB-2 filed on November 25, 2003).

10.10    Administrative Services Agreement, dated February 22, 2003, between
         iVoice Inc. and iVoice Acquisition 1, Inc. (incorporated herein by
         reference to Exhibit 10.10 of the Registration Statement on Form SB-2
         filed on November 25, 2003).

14.1*    Code of Ethics filed herein.*

31.1*    Certification of Chief Executive and Chief Financial Officer pursuant
         to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1*    Certification of Chief Executive and Chief Financial Officer pursuant
         to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

         *   Filed herein